Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally OmittedReserved]. (b) Subject to clause (c) below, upon receipt If any Indebtedness shall be incurred by any Loan Party of Net Cash Proceeds Group Member (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeexcluding any Indebtedness incurred in accordance with Section 7.2), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in clause (d) belowSection 2.12(e). (c) Notwithstanding clause (b) above, as long as no Event of Default If on any date any Group Member shall have occurred or be continuing on the date receive Net Cash Proceeds are received by from any Loan PartyAsset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower shall not be required to so apply and (ii) on each Reinvestment Prepayment Date, an amount equal to Net Cash Proceeds arising from a the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans on a pro rata basis as to such remaining installments and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Loan Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Loan Lenders that have elected to accept such Declined Amounts; second, to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldany residual, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party andif no Term Loans remain outstanding, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans, Revolving Loans or Swingline Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a Cash Collateral account established with the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having L/C Lenders on terms and conditions satisfactory to the priority described in Issuing Lender. Each prepayment of the Loans under this Section 4.20 of this Agreement and the Collateral Documents 2.12 (but, except in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, howeverRevolving Loans that are ABR Loans and Swingline Loans, in the event an Event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of Default has occurred and is continuing after such prepayment on the provisions in this clause (c) become operative, amount prepaid. The Borrower shall deliver to the Administrative Agent may, and each Term Loan Lender notice of each prepayment of Term Loans in whole or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred part pursuant to above this Section 2.12 not less than five (5) Business Days prior to the Obligationsdate such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Loan Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Loan Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (df) Subject The Borrower shall deliver to the provisions Administrative Agent, at the time of clause each prepayment required under this Section 2.12, (ci) above a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and Section(ii) to the extent practicable, at least ten (10) days prior written notice of such prepayment or reduction (and the Administrative Agent shall promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. (g) No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.12.

Mandatory Prepayments. (ai) [Intentionally OmittedReserved]. (bii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds and, during any Scheduled Wind-Down Period, Net Proceeds of all ordinary course asset sales, in each case, in excess of $15,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to 100% (such percentage, as it may be reduced as described below, the “Net Proceeds Percentage”) of such Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Term Loans then subject to prepayment requirements (the “Subject Loans”) in accordance with clause (cvi) below; provided that (A) so long as no Scheduled Wind-Down Period is then in effect and the Borrower does not notify the Administrative Agent in writing prior to the date any such prepayment is required to be made that it does not intend to (I) reinvest (including to make capital expenditures) the Subject Proceeds in the business (other than Cash or Cash Equivalents) (including, upon without limitation, investments in CRE Finance Assets and Real Estate Investments) of the Borrower or any of its Restricted Subsidiaries, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 18 months following receipt thereof, or (y) the Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 18 month period and the Subject Proceeds are so reinvested within 180 days after the expiration of such 18 month period (it being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above in this clause (I)) (provided that, with respect to this clause (I), at the Borrower’s election by any Loan Party written notice to the Administrative Agent, expenditures and investments occurring prior to receipt of Net Cash the relevant Subject Proceeds (and not otherwise applied in respect of any other prepayment required by this clause (ii)), but only after the definitive agreement governing the transaction from which such Subject Proceeds were generated was entered into, may be deemed to have been reinvested after receipt of such Subject Proceeds) or, (II) apply the Subject Proceeds to prepay amounts outstanding under any (x) Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any (y) CRE Financing (or in the case of any such proceeds relating to a sale or other event with respect to a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to pay Indebtedness of such Subsidiary), then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent the Subject Proceeds are so applied within 18 months following receipt thereof (it being understood that if the Subject Proceeds have not been so applied prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so applied to repay such amounts as set forth above in this clause (II)); provided that, during any period during which the scheduled expiration of the Borrower’s existence in accordance with its organization documents would be within 12 months (a “Scheduled Wind-Down Period”), 100% of the Net Proceeds of all ordinary course and non-ordinary course asset sales shall be applied to repay the Term Loans or any Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any CRE Financing (or in the case of any such proceeds relating to a sale or other event with respect to a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to pay Indebtedness of such Subsidiary) without reinvestment rights and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to Prepay any other Indebtedness that is secured on a pari passu basis with the Obligations by the documentation governing such receipt other Indebtedness (such other Indebtedness, “Other Applicable Indebtedness”), then the Available Credit is less than 25% relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Aggregate Borrowing Limit Subject Loans and to the Prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness Prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans to the extent required in accordance with the terms of this Section 2.11(b)(ii). Notwithstanding the foregoing, except during a Scheduled Wind-Down Period, (x) the Net Proceeds Percentage shall be 50.0% if the Total Debt to Equity Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 0.75 to 1.00 and greater than 0.50 to 1.00 (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%), (y) the Net Proceeds Percentage shall be 25.0% if the Total Debt to Equity Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 0.50 to 1.00 and greater than 0.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%) and (z) the Net Proceeds Percentage shall be 0.0% if the Total Debt to Equity Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 0.25 to 1.00 (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100%). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries after the Closing Date (other than Indebtedness that is permitted to be incurred under this Agreement including Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Term Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of any Class of Term Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms hereof or thereof to prepay or offer to prepay such Indebtedness), the Borrower shall within one shall, promptly upon (and in any event not later than five Business Day after Days thereafter) the receipt thereof of such receipt prepay Net Proceeds by the Loans (Borrower or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds as set forth to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (dvi) below. (civ) Notwithstanding clause anything in this Section 2.11(b) to the contrary: (bA) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an prepay any amount equal that would otherwise be required to Net Cash Proceeds arising from a Reinvestment Event be paid pursuant to Section 2.11(b)(ii) above to the extent that all the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Cash Insurance/Condemnation Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of an Asset Sale) any such amount would be prohibited or repair delayed under any Requirement of Law or replace (in conflict with the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt fiduciary duties of such Net Cash Proceeds by Foreign Subsidiary’s directors, or result in, or would reasonably be expected to result in, a Loan Party andmaterial risk of personal, pending application civil or criminal liability for any officer, director, employee, manager, member of management or consultant of such proceedsForeign Subsidiary (it being agreed that, solely within 365 days following the event giving rise to the relevant Subject Proceeds, the Borrower has shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation) (it being understood that if the repatriation of the relevant Subject Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal, civil or criminal liability for the Persons described above, in either (i) paid case, an amount equal to such Net Cash Subject Proceeds will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving applicable Term Loans and pursuant to this Section 2.11(b) to the Administrative Agent extent required herein (without regard to this clause (iv))), (B) the Borrower shall have established an Availability Reserve in the not be required to prepay any amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable that would otherwise be required to such Net Cash Proceeds or earlier be paid pursuant to Section 2.11(b)(ii) to the extent that Revolving Loans up to the amount of such Net Cash relevant Subject Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent received by any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Partiesjoint venture, in each case, having solely with respect to any joint venture that is a Restricted Subsidiary, for so long as the priority described distribution to the Borrower of such Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture by any provision not entered into in Section 4.20 contemplation of this Agreement the Closing Date or of receipt of such Subject Proceeds; it being understood that if the relevant prohibition ceases to exist, the relevant joint venture that is a Restricted Subsidiary will promptly distribute the relevant Subject Proceeds, and the Collateral Documents distributed Subject Proceeds will be promptly (but, and in any event not later than two Business Days after such distribution) applied to the case repayment of a Permitted Acquisition, only the applicable Term Loans pursuant to this Section 2.11(b) to the extent required by herein (without regard to this clause (iv)), and (C) to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(ii) above would result in a material adverse Tax liability (taking into account any withholding Tax) (the amount attributable to such Foreign Subsidiary, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds, directly or indirectly, from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 365 day period following the event giving rise to the relevant Subject Proceeds, an amount equal to the Subject Proceeds to the extent available, and not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the applicable Term Loans pursuant to Section 2.11(b) as otherwise required above. (v) At the Borrower’s option, any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower and will be added to the Available Amount as set forth in clause (a)(v) of the definition thereof); provided furtherthat, howeverfor the avoidance of doubt, in the event an Event of Default has occurred and is continuing after the provisions in this clause (cno Lender may reject any prepayment made under Section 2.11(b)(iii) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsextent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (x) Incremental Term Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c), and/or (z) Incremental Equivalent Debt incurred to refinance all or a portion of the Term Loans in accordance with the requirements of Section 6. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes pursuant to a mandatory offer to purchase such First Lien Notes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes then outstanding. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in from any Debt Incurrence Prepayment Event then with respect of Letters of Credit as set forth in clause (d) below) in to an amount equal to 100% of such Net Cash Proceeds as set forth shall be applied toward the prepayment of the Term Loans in clause (d) belowthe manner specified in Section 2.9(c). (c) Notwithstanding clause (b) above, as long as no Event The application of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be amounts required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event prepayment of Term Loans pursuant to Section 2.9(a) shall be made on a pro rata basis to each Class of Term Loans then outstanding (except to the extent that all Net Cash Proceeds from all Reinvestment Events do any Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed participate at all). The application of any amounts required to be usedapplied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (by notice to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldAdministrative Agent), damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal on a pro rata basis to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent each Class of Term Loans then outstanding or (ii) applied an amount equal to the Term Loans of each Class in direct order of maturity (based on the respective Term Maturity Dates for such Net Cash Proceeds in repayment Classes) and, if more than one Class of Term Loans has the Revolving same Term Maturity Date, on a pro rata basis between such Classes of Term Loans and based on the Administrative Agent shall have established an Availability Reserve in the respective principal amount of such repaymentClasses of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be applied first, which reserve to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Term Loans under this Section 2.9 shall xxxxx be accompanied by accrued interest to the date of such prepayment on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]When any Borrower sells or otherwise disposes of any Collateral resulting in Net Disposition Proceeds in excess of $500,000 in the aggregate in any fiscal year, other than Inventory in the Ordinary Course of Business or Dispositions otherwise permitted under Section 7.1, Borrowers shall repay the Advances in an amount equal to the Net Disposition Proceeds of such sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof, and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof. (b) Subject Notwithstanding the foregoing, with respect to clause (c) below, upon receipt by any Loan Party of Net Cash Disposition Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timewhich would otherwise give rise to a prepayment under Section 2.20(a), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as so long as no Event of Default shall have occurred or and be continuing on and the date Net Cash Proceeds are received by any Loan Party, the Borrower Borrowing Agent shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 have notified Agent within two (in the aggregate since the Closing Date2) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the Business Days following receipt of such Net Cash Disposition Proceeds by a of the applicable Loan Party and, pending application Party’s or its Subsidiary’s election to reinvest all or any portion of such proceedsNet Disposition Proceeds in fixed or capital assets or other assets useful to the business of the Loan Parties and their Subsidiaries, the Borrower has either (i) paid an amount equal to then such Net Cash Disposition Proceeds shall be applied by Agent to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans Advances and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which implement a reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up equal to the amount of such Net Cash Disposition Proceeds are used pursuant to Section 2.1(a)(y)(vi). Borrowers may request Revolving Advances in the amount of the Net Disposition Proceeds (or such portion thereof) to pay the actual cost of reinvestment and the reserve with respect to such amount shall be released and shall be available to Borrowers as set a Revolving Advance, so long as (i) Borrowers have sufficient Undrawn Availability (after giving effect to the release of the reserve for such amount) to cause such Revolving Advances to be made, (ii) all conditions to funding sent forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale Section 8.2 or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 8.3 (as applicable) of this Agreement have been satisfied and (iii) Borrowers agree to use the Collateral Documents proceeds of the Revolving Advances to pay the cost of such cost of reinvestment. The foregoing shall not be deemed to be implied consent to any Disposition or other transaction prohibited by the terms and conditions of this Agreement or any Other Document. (butc) Borrowers shall prepay the outstanding amount of the Term Loans in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year beginning with the fiscal year ending December 31, 2022, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (d) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Borrowers, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to one hundred percent (100.00%) of such cash proceeds in the case of a Permitted Acquisitionsuch incurrence or issuance of Indebtedness. Such repayments will be applied (x) first, only to the extent required by clause (v) outstanding principal installments of the definition thereof); provided further, however, Term Loan in the event an inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing after continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsterms hereof. (de) Subject Other than pursuant to any issuance of Equity Interests of Borrowers (i) contemplated by Section 6.5(d), (ii) used to fund Capital Expenditures not to exceed $4,000,000 per fiscal year or (iii) used to fund Permitted Acquisitions, Borrowers shall provide Agent within ten (10) days’ written notice of such issuance of Equity Interests, and Agent in its sole discretion, within such ten (10) day period, may request an appraisal of Equipment and Real Property to determine if the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount at the time of such issuance of Equity Interests. If Agent does not order an appraisal of the Equipment and Real Property, then one hundred percent (100.00%) of the net cash proceeds received from the issuance of Equity Interests shall be applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the Term Loan Collateral Amount exceeds the then outstanding balance of the Term Loan, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until the outstanding balance of the Term Loan is equal to the Term Loan Collateral Amount and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of clause Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (cf) above and SectionAll proceeds received by Borrowers or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6.

Mandatory Prepayments. (a) [Intentionally Omitted]In the event and on such occasion that: (i) the Exposure of any Lender exceeds such Lender’s Revolving Credit Commitment; or (ii) the Total Exposure exceeds the lesser of (x) Total Revolving Credit Commitments and (y) the Borrowing Base; the Borrower shall repay the Revolving Credit Loans to the extent of such excess, provided that if the aggregate principal amount of Revolving Credit Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the 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. (b) Subject to clause (c) belowIf any Indebtedness shall be incurred by SuperHoldings, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Holdings, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect any of Letters of Credit as set forth in clause (d) below) in their respective Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof received during any Cash Dominion Period shall be applied on the date of receipt of such Net Cash Proceeds as set forth in clause Section 2.9(d), provided, however, that the foregoing requirements of this paragraph (db) belowshall not apply to any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement. (c) Notwithstanding clause (b) aboveIf on any date SuperHoldings, as long as no Event Holdings, the Borrower or any of Default their respective Subsidiaries shall have occurred or be continuing on the date receive Net Cash Proceeds are received from any Asset Sale or Recovery Event (or, in the event of damage by any Loan Partycasualty, the Borrower date the repair or restoration of the relevant Property is completed) and a Cash Dominion Period then exists, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date as set forth in Section 2.9(d); 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 as set forth in Section 2.9(d); and provided further, that notwithstanding the foregoing, such Net Cash Proceeds which are not subject to a Reinvestment Notice shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to be applied as set forth in Section 2.9(d) until the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in date upon which the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth received by SuperHoldings, Holdings, the Borrower and their respective Subsidiaries and not previously applied toward the prepayment of the Loans shall exceed $1,000,000. (d) All such amounts described in Sections 2.9(b) and (c) (subject to the terms of the Intercreditor Agreement, in the Reinvestment Notice with respect thereto; providedcase of any insurance or condemnation proceeds, however, that to the extent they arise from casualties or losses to equipment, fixtures and real property) shall be applied, first to prepay any asset Protective Advances that may be outstanding, pro rata, second to prepay the Swing Line Loans and third to prepay the Revolving Credit Loans without a corresponding reduction in the Total Revolving Credit Commitments; provided that during an Event of Default, all such amounts shall be applied in accordance with Section 2.15(f). If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to equipment, fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined, subject to such Asset Sale or Property Loss Event constituted Collateralthe Intercreditor Agreement, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Administrative Agent, for in its Permitted Discretion. (e) The Borrower agrees that during the benefit period from September 1 through December 31 of each calendar year there shall be a period of at least 30 consecutive days during which there are no Loans outstanding. (f) The Borrower shall notify the Secured PartiesAdministrative Agent (and, in each casethe case of prepayment of a Swing Line Loan, having the priority described Swing Line Lender) by telephone (confirmed by facsimile or by other electronic transmission) of any prepayment hereunder (i) in Section 4.20 the case of this Agreement prepayment of a Eurocurrency Loan, not later than 10:00 A.M., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Base Rate Loan, not later than 10:00 A.M., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swing Line 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 and the Collateral Documents (butprincipal amount of each Borrowing or portion thereof to be prepaid and, in the case of a Permitted Acquisitionmandatory prepayment, only set forth a reasonably detailed calculation of the amount of such prepayment, provided that a notice of optional prepayment may state that such notice is conditioned upon the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swing Line Loans) the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment of any Revolving Credit Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.1. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsSection 2.18. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (i) 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) [Intentionally Omitted]. or (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at definition of the term “Prepayment Event,” within three Business Days after such timeNet Proceeds are received), the Borrower shall within one Business Day after such receipt prepay the Term Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100100.0% of such Net Cash Proceeds as set forth Proceeds; provided that, in clause the case of any event described in clauses (da) below. (c) Notwithstanding clause or (b) aboveof the definition of the term “Prepayment Event,” if the Borrower shall, as long as 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 Event Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of Default 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 occurred entered into an agreement with a third party to acquire such real property, equipment or be continuing on the date other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Cash Proceeds are received by any Loan PartyProceeds), the Borrower at which time a prepayment shall not be required to so apply in an amount equal to the Net Cash Proceeds arising from a Reinvestment Event that have not been so applied (and no prepayment shall be required to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds that are used as set forth not reinvested in the Reinvestment Notice accordance with respect theretothis Section does not exceed $5,000,000 in any fiscal year); provided, however, further that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative Net Proceeds shall be received in respect of assets acquired with Net Cash Proceeds shall, upon acquisition thereof owned by a Warnaco EntityLoan Party, such Net Proceeds may be subject to reinvested only in assets owned by a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butLoan Party or, in the case of a Permitted AcquisitionAcquisition or other acquisition, only 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 required such Net Proceeds shall have resulted from the sale of Equity Interests in one or more Foreign Subsidiaries). (ii) In the event that the Borrower has Excess Cash Flow for any fiscal year of the Borrower, commencing with the fiscal year ending September 30, 2016, the Borrower shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loans in an amount equal to the excess of (x) an amount equal to the ECF Percentage multiplied by clause Excess Cash Flow for such fiscal year over (vy) the amount of prepayments of Term Loans pursuant to Section 2.04(a)(i) during such fiscal year (other than any such prepayment made with the proceeds of Indebtedness). (iii) Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of such prepayment. In the event of any mandatory prepayment of Term Loan Advances from a Prepayment Event under clauses (a) or (b) of the definition thereof)thereof made at a time when Term Loan Advances of more than one Class remain outstanding, the Borrower shall select Term Loan Advances to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided further, however, that to the extent provided in the event an 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 of Default has occurred and is continuing after the provisions described in this clause (c) become operativeof the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (iv) Notwithstanding the foregoing, any Term Lender may elect, by 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 portion of any prepayment 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 constitute “Declined Proceeds.” (v) 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 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 be irrevocable and shall specify the prepayment date, the principal amount of each Advance or portion thereof to be prepaid and, in the case of a mandatory prepayment, a 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 may, or shall at advise the direction Lenders of the Requisite Lenders, apply all amounts applicable Class of the contents thereof. Each partial prepayment of any Advance shall be in an amount that would be permitted in the Cash Collateral Account referred case of an advance of an Advance of the same Type as provided in Section 2.02, except as necessary to above to apply fully the Obligations. (d) Subject to the provisions required amount of clause (c) above and Sectiona mandatory

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Loan Party On each date on which Lender actually receives a distribution of Net Cash Proceeds, and if Lender exercises its right provided for herein not to make such Net Proceeds available to Borrower for a Restoration, one hundred percent (but only if at the time 100%) of such receipt Net Proceeds shall be applied to the Available Credit is less than 25% outstanding principal balance of the Aggregate Borrowing Limit at Loan, together with interest accruing on such time)amount calculated through the next Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the Borrower benefit of and payable to Borrower, and shall within one Business Day after such receipt prepay be applied by Lender on the Loans (or provide cash collateral in respect next Monthly Payment Date. The Allocated Loan Amount of Letters of Credit as set forth in clause (d) below) in an applicable Individual Property shall be reduced by an amount equal to 100% such prepayment of principal upon such application of Net Proceeds pursuant to this Section 2.4.2. Notwithstanding the foregoing and anything else herein to the contrary, if in connection with any Casualty or Condemnation at any Individual Property Lender exercises its right provided for herein not to make the Net Proceeds available to Borrower for a Restoration, then at Borrower’s option, Lender shall release the applicable Individual Property from the lien of the Mortgage and related Loan Documents (or, in lieu of such release, the assignment of the related Mortgage by Lender on substantially the same terms as are provided in Section 2.4.1(c)), provided that (i) Borrower shall pay Lender an amount which, when added to the amount of Net Cash Proceeds received in connection with such Casualty or Condemnation, equals the Allocated Loan Amount of the Individual Property for which the Net Proceeds were obtained together with interest on such amount calculated for the same periods as set forth Net Proceeds in clause the first sentence of this Section 2.4.2, (dii) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or and be continuing on the date Net Cash Proceeds are received by (except for any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after which would be cured or eliminated by the provisions in this clause (c) become operative, the Administrative Agent may, release or shall at the direction assignment of the Requisite LendersIndividual Property, apply all amounts (iii) Borrower shall provide to Lender a release of the Mortgage as it relates to such Individual Property and related Loan Documents in a form appropriate for the Cash Collateral Account referred jurisdiction in which the applicable Individual Property is located and reasonably satisfactory to above Lender for execution by Lender and (iv) simultaneously with the release, Borrower shall convey fee simple title to the ObligationsRelease Property to a Person other than Borrower. (db) Subject Any prepayment of the Loan pursuant to the provisions this Section 2.4.2 shall be without premium (including Yield Maintenance Premium) or penalty of clause (c) above and Sectionany kind.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) belowUnless the Required Prepayment Lenders shall otherwise agree, upon receipt by if on any Loan Party of Net Cash Proceeds (but only if at date the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Parent, the Borrower or any of its Class I Restricted Subsidiaries shall within one Business Day after such receipt prepay the Loans incur any Indebtedness (or provide cash collateral excluding any Indebtedness incurred in respect of Letters of Credit as set forth in clause (d) below) in accordance with Section 7.2), an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (d) belowSection 2.10(c). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by the Parent, the Borrower or any of its Subsidiaries not permitted by Section 7.2. (c) Notwithstanding clause (b) aboveUnless the Required Prepayment Lenders shall otherwise agree, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, if the Borrower or any of its Class I Restricted Subsidiaries shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all receive Net Cash Proceeds from all any Asset Sale or any Recovery Event then, unless a Reinvestment Events do Notice shall be delivered in respect thereof not exceed $50,000,000 (in later than 45 days after the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days end of the receipt fiscal quarter during which the Borrower or any of its Class I Restricted Subsidiaries received such Net Cash Proceeds by a Loan Party and, pending application of such proceedsProceeds, the Borrower has either (i) paid Loans shall be prepaid by an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used (excluding any amounts subject to any such Reinvestment Notice), as set forth in the Reinvestment Notice with respect theretoSection 2.10(c); provided, howeverthat, that notwithstanding the foregoing, on each Reinvestment Prepayment Date the Loans shall be prepaid by an amount equal to the extent any asset subject Reinvestment Prepayment Amount with respect to such Asset Sale or Property Loss Event constituted Collateralthe relevant Reinvestment Event, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described as set forth in Section 4.20 2.10(c). The provisions of this Agreement and the Collateral Documents (but, in the case of Section do not constitute a Permitted Acquisition, only consent to the extent required consummation of any Disposition not permitted by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause Section 7.5. (c) become operativeAmounts to be applied as prepayments pursuant to this Section shall be applied, first, to the Administrative Agent may, or shall at the direction prepayment of the Requisite LendersTerm Loans and second, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepayment of the Revolving Credit Loans and as specified in Section 2.16. Any such mandatory prepayment of the Revolving Credit Loans pursuant to this Section 2.10 shall not result in a mandatory reduction of the Revolving Credit Commitments. Amounts prepaid in respect of Term Loans pursuant to this Section 2.10 may not be reborrowed. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If Lender is not obligated to make Net Proceeds available to any Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (i) Lender actually receives any Net Proceeds, and (ii) Lender has determined that such Net Proceeds shall be applied against the Outstanding Principal Balance, Borrowers shall prepay, or authorize Lender to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds. So long as no Event of Default has occurred and is continuing, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2. Any partial prepayment under this Section 2.4.2 shall be applied to the last payments of principal due under the Loan. (b) Subject to clause (c) belowIf any prepayment under this Section 2.4.2 results in the payment in full of all principal and interest due on the Loan and all other amounts due under the Loan Documents, Lender shall, upon receipt by any Loan Party of Net Cash Proceeds (but only if the written request and at the time expense of such receipt Borrowers, release the Available Credit is less than 25% Liens of the Aggregate Borrowing Limit at such time), Mortgages and the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) belowother Loan Documents. (c) Notwithstanding clause (b) aboveIn the event that following the occurrence of a Casualty or a Condemnation with respect to any Property, as long as Lender is not obligated to make the Net Proceeds available to the applicable Borrower for Restoration and has determined that such Net Proceeds shall be applied against the Outstanding Principal Balance pursuant to Section 2.4.2(a), then, provided that no Event of Default shall have occurred or and be continuing on the date Net Cash Proceeds are received by any Loan Partycontinuing, the Borrower that owns such Property shall not be required have the right, at its sole cost and expense, to so obtain a release of the Liens of the Mortgage encumbering such Property and the other related Loan Documents by: (i) delivering written notice to Lender of its election to obtain a release of such Property within ten (10) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, and (ii) paying to Lender within sixty (60) days after receiving notice from Lender that Lender intends to apply such Net Proceeds to the Outstanding Principal Balance, in addition to such Net Proceeds, an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 sum of (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss EventA) the sold, damaged or taken property within 180 days of the receipt of Release Amount for such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to Property minus the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that applied to the extent any asset subject Outstanding Principal Balance, plus (B) if such prepayment occurs on a day other than a Monthly Payment Date, interest at the Interest Rate on the amount so prepaid through, but not including, the next succeeding Monthly Payment Date. Such Borrower shall prepare and submit to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor Lender the release of the Collateral Agent, Mortgage (and related Loan Documents) for the benefit of Property to be released for execution by Lender, which documents shall be in a form appropriate for the Secured Parties, jurisdiction in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof)which such Property is located; provided further, however, in the event an Event of Default has occurred that such Borrower’s obligation to indemnify and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject hold harmless Lender pursuant to the provisions of clause (c) above and Sectionthe Loan Documents shall survive any such release to the extent expressly stated therein.

Mandatory Prepayments. (a) [Intentionally Omitted]The Borrowers shall prepay the Loans in accordance with the following: (i) Substantially concurrently with the incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrowers shall prepay the Term Loans together with the applicable Prepayment Premium in an amount equal to one hundred percent (100%) of the applicable Net Debt Proceeds, to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Loan Agreement. (bii) Subject to clause Within five (c5) below, upon Business Days of the receipt by any Loan Party or any of Net Cash Proceeds (but only if at the time its Subsidiaries of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeany proceeds from any Disposition under Section 9.04(b), the Borrower Borrowers shall within one Business Day after such receipt prepay the Term Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to one hundred percent (100% %) of the Net Disposition Proceeds from such Net Cash Proceeds Dispositions that, in the aggregate, exceed $500,000 per fiscal year, to be applied as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect theretoSection 4.02(b); provided, however, that the Borrowers may, at Administrative Borrower’s option by written notice to the extent any asset subject Administrative Agent on or prior to the date that is five (5) Business Days after receipt of such Asset Sale Net Disposition Proceeds, within twelve (12) months after such event, reinvest or Property Loss Event constituted Collateral, any replacement, fixed or alternative commit to reinvest such Net Disposition Proceeds in assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, to be subject to a perfected Lien used in favor the business of the Collateral AgentBorrowers so long as (A) the aggregate amount of Net Disposition Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (ii) shall not exceed $2,500,000 during any fiscal year, for the benefit (B) no Default or Event of the Secured PartiesDefault has occurred and is continuing, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, Administrative Borrower certifies in the case of a Permitted Acquisition, only writing to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Administrative Agent that no Default or Event of Default has occurred and is continuing and (C) such Net Disposition Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Loan Agreement. (iii) Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from Casualty Events that, in the aggregate, exceed $500,000 per fiscal year, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, to be applied as set forth in Section 4.02(b); provided, however, that the Borrowers may, at Administrative Borrower’s option by written notice to the Agents no later than twelve (12) months following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property or otherwise in the business of Borrowers so long as such Net Casualty Proceeds are in fact used or are committed to be used to rebuild or replace the damaged, destroyed or condemned assets or property or otherwise useful in the business of Borrowers within such twelve (12) months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds not so used after such period to be applied as set forth in Section 4.02(b); so long as (A) the aggregate amount of Net Casualty Proceeds reinvested by the Borrowers at any time after the provisions in Closing Date pursuant to this clause (ciii) become operativeshall not exceed $2,500,000 during any fiscal year, (B) no Default or Event of Default has occurred and is continuing, and the Administrative Borrower certifies in writing to the Administrative Agent maythat no Default or Event of Default has occurred and is continuing and (C) such Net Casualty Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising, directly or shall at the direction of the Requisite Lendersindirectly, apply all amounts in the Cash Collateral Account referred to above to the Obligationsfrom any Casualty Event. (div) Subject Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of (A) any Net Equity Proceeds which exceed $20,000,000 in the aggregate over the life of this Loan Agreement from one or more Specified Issuances, the Borrowers shall prepay the Term Loans in an amount equal to fifty percent (50%) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(b) or (B) any Net Equity Proceeds from any Equity Cure Investment, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any issuance of Capital Stock that is not permitted under the terms of this Loan Agreement. (v) Within five (5) Business Days of the receipt by or on behalf of any Loan Party or any Affiliate of any Loan Party of the net cash proceeds of any tax refunds, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of all such net cash proceeds of tax refunds, to be applied as set forth in Section 4.02(b). (vi) For each fiscal year of Spark, commencing with the fiscal year ending December 31, 2019 (limited to the provisions period from the Closing Date through December 31, 2019 for such fiscal year), on the date that is five (5) Business Days after the earlier of clause (cA) above the date upon which annual financial statements are required to be delivered pursuant to Section 8.01(c) for such fiscal year and Section(B) the date upon which annual financial statements are actually delivered pursuant to Section 8.01(c) for such fiscal year, (x) the Administrative Borrower shall deliver to the Administrative Agent a written calculation of Consolidated Excess Cash Flow for the applicable fiscal year, certified by an Authorized Officer of the Borrower, and (y) the Borrowers shall prepay the Term Loan in amounts attributable to the Term Loan equal to the Term Loan ECF Percentage of Consolidated Excess Cash Flow for such fiscal year; provided that all (x) voluntary prepayments of the Term Loans paid in cash during the applicable fiscal year and (y) voluntary prepayments of Revolving Loans paid in cash during the applicable fiscal year to the extent accompanied by a permanent reduction of the Revolving Loan Commitment, will reduce the amount of prepayments required to be made pursuant to this Section 4.02(a)(vi) on a dollar-for-dollar basis. Calculations of amounts payable under this Section 4.02(a)(vi) shall be based on the annual financial statements for Spark and its Subsidiaries for the applicable fiscal year. Prepayments of Term Loan under this Section 4.02(a)(vi) shall be applied, in each case, in the inverse order of maturity on a dollar for dollar basis, and shall be made, in each case, pro rata among the applicable Lenders. (vii) Notwithstanding anything to the contrary herein, immediately upon any acceleration of any Obligations pursuant to Section 10.02, (whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrowers or any other Loan Party), the Borrowers shall immediately repay all the Loans together with the applicable Prepayment Premium, unless only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid together with the applicable Prepayment Premium). The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 4.02(a)(vii) (i) is additional consideration for providing the Loans, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Closing Date), and (iii) is not a penalty to punish the Borrowers for their early prepayment of the Loans or for the occurrence of any Event of Default. (viii) Concurrently with any Change of Control, the Borrowers shall repay all of the Loans together with the applicable Prepayment Premium and all other outstanding Obligations.

Mandatory Prepayments. (ai) [Intentionally OmittedReserved]. (bii) No later than the fifth Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of $15,000,000 in any Fiscal Year, the Borrower shall apply an amount equal to 100% (such percentage, as it may be reduced as described below, the “Net Proceeds Percentage”) of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto in excess of such threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of Term Loans then subject to prepayment requirements (the “Subject Loans”) in accordance with clause (cvi) below; provided that (A) so long as the Borrower does not notify the Administrative Agent in writing prior to the date any such prepayment is required to be made that it does not intend to (I) reinvest (including to make capital expenditures) the Subject Proceeds in the business (other than Cash or Cash Equivalents) (including, upon without limitation, investments in CRE Finance Assets and Real Estate Investments) of the Borrower or any of its Restricted Subsidiaries, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (x) the Subject Proceeds are so reinvested within 18 months following receipt thereof, or (y) the Borrower or any of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 18 month period and the Subject Proceeds are so reinvested within 180 days after the expiration of such 18 month period (it being understood that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so reinvested as set forth above in this clause (I)) (provided that, with respect to this clause (I), at the Borrower’s election by any Loan Party written notice to the Administrative Agent, expenditures and investments occurring prior to receipt of Net Cash the relevant Subject Proceeds (and not otherwise applied in respect of any other prepayment required by this clause (ii)), but only after the definitive agreement governing the transaction from which such Subject Proceeds were generated was entered into, may be deemed to have been reinvested after receipt of such Subject Proceeds) or (II) apply the Subject Proceeds to prepay amounts outstanding under any (x) Asset Financing Facility secured directly or indirectly by CRE Finance Assets or any (y) CRE Financing, then, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent the Subject Proceeds are so applied within 18 months following receipt thereof (it being understood that if the Subject Proceeds have not been so applied prior to the expiration of the applicable period, the Borrower shall promptly prepay the Subject Loans with the amount of Subject Proceeds not so applied to repay such amounts as set forth above in this clause (II)) and (B) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to Prepay any other Indebtedness that is secured on a pari passu basis with the Obligations by the documentation governing such receipt other Indebtedness (such other Indebtedness, “Other Applicable Indebtedness”), then the Available Credit is less than 25% relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Aggregate Borrowing Limit Subject Loans and to the Prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of the Subject Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof, and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness Prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Subject Loans to the extent required in accordance with the terms of this Section 2.11(b)(ii). Notwithstanding the foregoing, (x) the Net Proceeds Percentage shall be 50.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 70.0% and greater than 64.5% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 100.0%), (y) the Net Proceeds Percentage shall be 25.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 64.5% and greater than 60.0% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 50.0%) and (z) the Net Proceeds Percentage shall be 0.0% if the Senior Debt to Total Assets Ratio for the Test Period most recently ended prior to the date of such required prepayment is less than or equal to 60.0% (with the Net Proceeds Percentage being calculated after giving pro forma effect to such prepayment at a rate of 25.0%). (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than Indebtedness that is permitted to be incurred under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Term Loans incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 2.22, (C) Replacement Term Loans incurred to refinance all or any portion of any Class of Term Loans in accordance with the requirements of Section 9.02(c) and/or (D) Incremental Equivalent Debt incurred to refinance all or a portion of any Class of Term Loans in accordance with the requirements of Section 6.01(z), in each case to the extent required by the terms hereof or thereof to prepay or offer to prepay such Indebtedness), the Borrower shall within one shall, promptly upon (and in any event not later than two Business Day after Days thereafter) the receipt thereof of such receipt prepay Net Proceeds by the Loans (Borrower or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds as set forth to prepay the outstanding principal amount of the relevant Class or Classes of Term Loans in accordance with clause (dvi) below. (civ) Notwithstanding clause anything in this Section 2.11(b) to the contrary: (bA) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an prepay any amount equal that would otherwise be required to Net Cash Proceeds arising from a Reinvestment Event be paid pursuant to Section 2.11(b)(ii) above to the extent that all the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Cash Insurance/Condemnation Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in received by any Foreign Subsidiary, as the case may be, for so long as the repatriation to the Borrower of an Asset Sale) any such amount would be prohibited or repair delayed under any Requirement of Law or replace (in conflict with the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt fiduciary duties of such Net Cash Proceeds by Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a Loan Party andmaterial risk of personal, pending application civil or criminal liability for any officer, director, employee, manager, member of management or consultant of such proceedsForeign Subsidiary (it being agreed that, solely within 365 days following the event giving rise to the relevant Subject Proceeds, the Borrower has shall take all commercially reasonable actions required by applicable Requirements of Law to permit such repatriation) (it being understood that if the repatriation of the relevant Subject Proceeds is permitted under the applicable Requirement of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal, civil or criminal liability for the Persons described above, in either (i) paid case, an amount equal to such Net Cash Subject Proceeds will be promptly applied (net of additional Taxes that would be payable or reserved against as a result of repatriating such amounts) to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving applicable Term Loans and pursuant to this Section 2.11(b) to the Administrative Agent extent required herein (without regard to this clause (iv))), (B) the Borrower shall have established an Availability Reserve in the not be required to prepay any amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable that would otherwise be required to such Net Cash Proceeds or earlier be paid pursuant to Section 2.11(b)(ii) to the extent that Revolving Loans up to the amount of such Net Cash relevant Subject Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent received by any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Partiesjoint venture, in each case, having solely with respect to any joint venture that is a Restricted Subsidiary, for so long as the priority described distribution to the Borrower of such Subject Proceeds would be prohibited under the Organizational Documents governing such joint venture by any provision not entered into in Section 4.20 contemplation of this Agreement the Closing Date or of receipt of such Subject Proceeds; it being understood that if the relevant prohibition ceases to exist, the relevant joint venture that is a Restricted Subsidiary will promptly distribute the relevant Subject Proceeds, and the Collateral Documents distributed Subject Proceeds will be promptly (but, and in any event not later than two Business Days after such distribution) applied to the case repayment of a Permitted Acquisition, only the applicable Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary or the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, if the Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower, directly or indirectly, from a Foreign Subsidiary as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(ii) above would result in a material adverse Tax liability (taking into account any withholding Tax) (the amount attributable to such Foreign Subsidiary, a “Restricted Amount”), the amount that the Borrower shall be required to mandatorily prepay pursuant to Section 2.11(b)(ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation (or other intercompany distribution) of the relevant Subject Proceeds, directly or indirectly, from the relevant Foreign Subsidiary would no longer have a material adverse tax consequence within the 365 day period following the event giving rise to the relevant Subject Proceeds, an amount equal to the Subject Proceeds to the extent available, and not previously applied pursuant to this clause (C), shall be promptly applied to the repayment of the applicable Term Loans pursuant to Section 2.11(b) as otherwise required above; (v) of the definition thereof); provided furtherAny Term Lender may elect, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, by notice to the Administrative Agent may, at or shall at prior to the direction of the Requisite Lenders, apply all amounts time and in the Cash Collateral Account referred manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by the Borrower pursuant to Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the Obligationsextent that such prepayment is made with the Net Proceeds of (w) Refinancing Indebtedness (including Replacement Notes) incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (x) Incremental Term Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (y) Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c), and/or (z) Incremental Equivalent Debt incurred to refinance all or a portion of the Term Loans in accordance with the requirements of Section 6. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. If the principal amount of the Notes is accelerated (b) Subject to clause (c) belowincluding, but not limited to, upon receipt the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by any Loan Party operation of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timelaw)), the Borrower Issuer shall within one Business Day after such receipt prepay the Loans (or provide cash collateral immediately pay to Purchasers, payable to each Purchaser in respect of Letters of Credit as set forth in clause (d) below) in accordance with its respective Pro Rata Share, an amount equal to 100% the sum of: (i) the outstanding principal amount of such Net Cash Proceeds as set forth in clause the Notes, plus (dii) belowaccrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (cii) Notwithstanding clause (b) aboveIf on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, as long as no Event of Default Issuer shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 one hundred percent (in the aggregate since the Closing Date100%) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Loan Party and, pending application Reinvestment Notice with respect to the percentage of such proceedsNet Proceeds in the Issuer Retention column below, the Borrower has either (i) paid and shall apply an amount equal to the percentage of such Net Cash Proceeds in the Note Repayment column below, to prepay the Administrative Agent to be held by Notes: and (2) notwithstanding the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such Net Cash Proceeds prepayment (collectively, the “Declined Amount”), in repayment which case the Declined Amount shall be retained by Issuer. Each prepayment of the Revolving Loans and Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the Administrative Agent date of such prepayment on the amount prepaid. Issuer shall have established an Availability Reserve deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such repaymentprepayment, which reserve and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier notify Issuer not later than three (3) Business Days prior to the extent that Revolving Loans up to Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the amount of such Subsidiaries to, use any Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent received from any asset subject to such Asset Sale or Property Loss Event constituted Collateral, to repay any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsJunior Indebtedness. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. Unless a Reinvestment Notice has been given, then no later than the third Business Day following the date of receipt by the Borrower or any of its Restricted Subsidiaries of any Net Cash Proceeds, the Borrower shall prepay, without premium or penalty, the Loans and (a) [Intentionally Omitted]. (b) Subject to the extent such prepayment has not been deducted pursuant to clause (c) below, upon receipt by any Loan Party of the definition of Net Cash Proceeds (but only if at the time of such receipt the Available Credit Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (dsecured pursuant to Section 7.02(s) below) in an amount equal to 100on a pro rata basis with 75% of such Net Cash Proceeds as set forth in clause excess of $50,000,000; provided that, upon receipt of Investment Grade Ratings (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Partyand for all periods thereafter), the Borrower shall not only be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event prepay, without premium or penalty, the Loans and (to the extent that all such prepayment has not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in the aggregate since the Closing Dateeach case, that is secured pursuant to Section 7.02(s) and are actually used (or have been contractually committed to be used) to consummate on a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt pro rata basis with 50% of such Net Cash Proceeds by a Loan Party and, pending application in excess of such proceeds$50,000,000. On the 1st Business Day after the expiration of any Reinvestment Period, the Borrower shall prepay, without premium or penalty, the Loans and (to the extent such prepayment has either not been deducted pursuant to clause (c) of the definition of Net Cash Proceeds) any then outstanding loans under any Ratio Debt Loan Agreement or Term Loan Refinancing Indebtedness, in each case, that is secured pursuant to Section 7.02(s) on a pro rata basis with any portion of such percentage of such Net Cash Proceeds in excess of $50,000,000 which have not been reinvested in accordance with the preceding sentence. Concurrently with any prepayment of the Loans pursuant to this Section 2.05(b), the Borrower shall deliver to the Administrative Agent (i) paid a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such Net Cash Proceeds excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent to be held by a certificate of a Responsible Officer demonstrating the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount derivation of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsexcess amount. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]In the event the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 5.4(a)), the Company shall within one (1) Business Day of notice thereof from the Administrative Agent prepay Revolving Credit Loans (including the Swingline Loans) and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess. (b) Subject Upon the Revolving Credit Termination Date, the Company shall, with respect to clause each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent and each applicable Issuing Lender on terms satisfactory to the Administrative Agent and each applicable Issuing Lender. (c) belowIf any Credit Party receives any Net Proceeds in respect of any Notes Priority Collateral Prepayment Event, upon receipt then (i) so long as no Cash Dominion Event has occurred or is in effect, the Company shall, on the next Business Day after the Net Proceeds thereof are utilized for repayments of the Secured 2026 Notes (or, if the Payment Conditions are then satisfied, any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Secured 2026 Notes Indenture (or the indenture or documents governing any Loan Party Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien), prepay the Obligations in an aggregate amount equal to the lesser of (A) 100% of such Net Proceeds minus amounts so utilized for repayments of the Secured 2026 Notes (or, if the Payment Conditions are then satisfied, any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Secured 2026 Notes Indenture (or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) and (B) the aggregate outstanding principal amount of the Loans or (ii) if a Cash Dominion Event has occurred and is continuing, the Company shall, within one (1) Business Day following the consummation of the Notes Priority Collateral Prepayment Event, utilize such Net Proceeds to repay all or any portion of the Loans or deposit any remaining Net Proceeds (but only if at the time of such receipt the Available Credit is less than 25% after giving effect to any repayment of the Aggregate Borrowing Limit at such timeLoans) into the Asset Sale Reserve Account (for purposes of this clause (ii), the Borrower shall within one Business Day period commencing on the date of consummation of the applicable Notes Priority Collateral Prepayment Event and ending on the earlier of (A) the date that such Cash Dominion Event is no longer continuing and (B) the date that is 365 days thereafter (provided that if the Parent or any of its Restricted Subsidiaries enters into a written agreement committing it to reinvest such Net Proceeds after such receipt prepay 365-day period as permitted by the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause Secured 2026 Notes Indenture, then such 365-day period shall be extended for an additional period not to exceed 180 days), the “Asset Sale Reserve Period”). (d) belowWithin five (5) Business Days of the date of incurrence by any Credit Party or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted by Section 9.2), the Company shall prepay Revolving Credit Loans and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to 100% of the net proceeds received by such Net Cash Proceeds as set forth Person in clause (dconnection with such incurrence. The provisions of this Section 5.6(d) belowshall not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms and conditions of this Agreement. (ce) Notwithstanding clause (b) aboveIf, as long as no Event at the end of Default shall any Excess Cash Test Date there are Revolving Credit Loans and/or Revolving L/C Obligations outstanding and the Credit Parties and their Restricted Subsidiaries have occurred or be continuing on the date Net Excess Cash Proceeds are received by any Loan Partyexceeding $25,000,000, the Borrower Company shall not be required to so apply prepay Revolving Credit Loans and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case lesser of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Excess Cash Proceeds or earlier to the extent that Revolving Loans up to minus $25,000,000 minus the amount of such Net Cash Proceeds are used as set forth any wires initiated or ACH transfers issued by any Credit Party in the Reinvestment Notice with respect theretoordinary course of business after the end of such Excess Cash Test Date and prior to 12:00 P.M., New York City time, on the date that such prepayment is required to be made and (ii) the aggregate principal amount of Revolving Credit Loans and Revolving L/C Obligations then outstanding by 12:00 P.M., New York City time on the next Business Day; providedprovided that prepayments under this Section 5.6(e) shall not require the Company to pay any breakage under Section 5.21. All prepayments made under this Section 5.6 shall be made first, howeverto prepay any Protective Advances, that second, to prepay the Revolving Credit Loans (including the Swingline Loans), third, to the extent payment of any asset subject Revolving L/C Obligations then outstanding, and fourth, to such Asset Sale or Property Loss Event constituted CollateralCash Collateralize outstanding Letters of Credit, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by without a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, corresponding permanent reduction in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsRevolving Credit Commitments. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than any Credit Agreement Refinancing Facilities or Permitted External Refinancing Debt)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeSection 2.12(e), the Borrower if on any date any Group Member shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all receive Net Cash Proceeds from all any Asset Sale or Recovery Event that does not constitute a Reinvestment Events do not exceed $50,000,000 (in Event or an MF Required Disposition, which, together with the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party andreceived from all other Asset Sales or Recovery Events in such fiscal year exceed $40,000,000, pending application of such proceedsthen, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment excess of $40,000,000, and an amount equal to all Net Cash Proceeds received thereafter in such fiscal year, shall be applied on the fifth Business Day after receipt toward the prepayment of the Revolving Term Loans and as set forth in Section 2.12(d); provided, that, notwithstanding the Administrative Agent foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall have established an Availability Reserve be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d). (c) [Reserved]. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b). Each prepayment of the Term Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding any provision to the contrary in this Agreement, the following amounts shall be excluded from the calculation of the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, as applicable: (i) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, as applicable, the distribution of which by a Foreign Subsidiary to the Parent Borrower or a Domestic Subsidiary or any holder of Capital Stock of such repaymentForeign Subsidiary is prohibited or delayed by applicable local law. Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this Section 2.12(e)(i) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b), which reserve so long, but only so long, as the applicable local law will not permit a distribution of those funds by the Foreign Subsidiary (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to eliminate such limitations). Once the distribution of any of such affected Net Cash Proceeds is permitted under the applicable local law, the Parent Borrower shall xxxxx on prepay the Term Loans (not later than five (5) Business Days after such distribution is permitted) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Prepayment Date applicable to Event has occurred in respect of such Net Cash Proceeds or earlier to the extent Section 2.12(e)(ii) precludes such prepayment; and (ii) any Net Cash Proceeds from any Asset Sale by a Foreign Subsidiary or Net Cash Proceeds from any Recovery Event with respect to a Foreign Subsidiary, in each case, to the extent that Revolving Loans up the Parent Borrower has determined in its reasonable judgment that the distribution of any of or all such items to the Parent Borrower or any Domestic Subsidiary or any holder of Capital Stock of such Foreign Subsidiary would have any adverse tax consequence (the Parent Borrower hereby agreeing to use commercially reasonable efforts to take and to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all commercially reasonable actions required by the applicable law to avoid any such adverse tax consequence). Any amount that is excluded from the calculation of Net Cash Proceeds in accordance with this paragraph 2.12(e)(ii) will not be required to be applied to repay Loans at the times provided in Section 2.12(b) and may be deducted from any amounts otherwise due under Section 2.12(b). Once the Parent Borrower determines in its reasonable judgment that a distribution of any of such affected Net Cash Proceeds would cease to result in adverse tax consequences, the Parent Borrower shall prepay the Term Loans (not later than five (5) Business Days after such determination) by an amount equal to such portion of such affected amount, except, for the avoidance of doubt, to the extent that a Reinvestment Event has occurred in respect of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that or to the extent any asset subject Section 2.12(e)(i) precludes such prepayment. Notwithstanding anything to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien the contrary in favor of the Collateral Agent, for the benefit of the Secured Partiesthis Section 2.12, in each case, having the priority described in Section 4.20 no event shall any Group Member be required to repatriate cash of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only Non-Domestic Subsidiaries to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsUnited States. (df) Subject If, on any date, (i) the aggregate Dollar Equivalents of the sum of the aggregate outstanding principal amounts of Foreign Currency Loans and any outstanding L/C Obligations denominated in any L/C Foreign Currency exceeds an amount equal to 105% of the provisions Foreign Currency Sublimit, the Borrowers shall, without notice or demand, immediately repay such of clause the outstanding Foreign Currency Loans and cash collateralize any outstanding Letters of Credit denominated in any L/C Foreign Currency in an aggregate principal amount such that, after giving effect thereto, the aggregate Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the Foreign Currency Sublimit or (cii) above the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments, and Sectionthe Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) exceed the Total Revolving Commitments for two consecutive Business Days thereafter, then on such second Business Day thereafter, the Borrowers shall, without notice or demand, immediately repay such of the outstanding Revolving Extensions of Credit and cash collateralize any outstanding Letters of Credit in an aggregate principal amount such that, after giving effect thereto, the Total Revolving Extensions of Credit (including the Dollar Equivalents of any Revolving Extensions of Credit outstanding in a currency other than Dollars) do not exceed the Total Revolving Commitments.

Mandatory Prepayments. (a) [Intentionally Omitted]If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in from any Debt Incurrence Prepayment Event then with respect of Letters of Credit as set forth in clause (d) below) in to an amount equal to 100% of such Net Cash Proceeds as set forth shall be applied toward the prepayment of the Term Loans in clause (d) belowthe manner specified in Section 2.9(c). (c) Notwithstanding clause (b) above, as long as no Event The application of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be amounts required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event prepayment of Term Loans pursuant to Section 2.9(a) shall be made on a pro rata basis to each Class of Term Loans then outstanding (except to the extent that all Net Cash Proceeds from all Reinvestment Events do any Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed participate at all). The application of any amounts required to be usedapplied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (by notice to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldAdministrative Agent), damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal on a pro rata basis to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent each Class of Term Loans then outstanding or (ii) applied an amount equal to the Term Loans of each Class in direct order of maturity (based on the respective Term Maturity Dates for such Net Cash Proceeds in repayment Classes) and, if more than one Class of Term Loans has the Revolving same Term Maturity Date, on a pro rata basis between such Classes of Term Loans and based on the Administrative Agent shall have established an Availability Reserve in the respective principal amount of such repaymentClasses of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be applied first, which reserve to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Term Loans under this Section 2.9 shall xxxxx be accompanied by accrued interest to the date of such prepayment on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. No later than the third (b3rd) Subject to clause (c) below, upon Business Day following the date of receipt by Holdings or any Loan Party of its Subsidiaries of any Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% any sale or disposition by Holdings or any of the Aggregate Borrowing Limit at such time)its Subsidiaries of any assets in an aggregate amount exceeding $250,000, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Obligations in an amount equal to 100% of such the Net Cash Proceeds as set forth in clause of such sale or disposition; provided, that (di) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to prepay the Obligations with respect to proceeds from the sales or dispositions of assets in the ordinary course of business (including obsolete or worn-out equipment no longer useful in its business), and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (a) shall also not apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event solely to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in A) the aggregate since sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the Closing Dateassets of a Subsidiary thereof) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss EventB) the sold, damaged or taken property within 180 days of the receipt dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a Loan Party anddividend of the Net Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (a). Any such prepayment shall be applied in accordance with subsection (f) of this Section. (b) No later than the third (3rd) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any casualty insurance policies or eminent domain, pending application condemnation or similar proceedings, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (b) or at the proposed time of the reinvestment of such proceeds, the Borrower has either shall have the option, upon written notice to the Administrative Agent, directly or (ix) paid an amount equal in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (b) shall also not apply solely to the extent that (A) the Net Cash Proceeds of the casualty insurance policies or eminent domain, condemnation or similar proceedings were received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (b) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Administrative Agent Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (b). Any such prepayment shall be held applied in accordance with subsection (f) of this Section. (c) No later than the first (1st) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by Holdings or any of its Subsidiaries, the Administrative Agent Borrower shall prepay the Obligations in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to all such Net Cash Proceeds in repayment Proceeds; provided, that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1; provided, further that the obligation of the Revolving Loans and Borrower to prepay the Administrative Agent Obligations under this subsection (c) shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier also not apply solely to the extent that Revolving Loans up to (A) the amount Net Cash Proceeds of such Indebtedness were incurred and received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds are used as by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (c) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Reinvestment Notice with respect thereto; provided, however, that Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (c). Any such prepayment shall be subject to a perfected Lien applied in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 accordance with subsection (f) of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsSection. (d) Subject No later than the first (1st) Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any proceeds from key man life insurance policies, the Borrower shall prepay the Obligations in an amount equal to all such proceeds. Any such prepayment shall be applied in accordance with subsection (f) of this Section. (e) No later than the first (1st) Business Day following the occurrence of an Equity Monetization Event, the Borrower shall prepay the Obligations in full. Any such prepayment shall be applied in accordance with subsection (f) of this Section. (f) Any prepayments made by the Borrower pursuant to subsection (a), (b), (c), (d) or (e) of this Section shall be applied as follows: first, to the provisions Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of clause the Loan Documents and any amounts payable to the Lenders pursuant to Section 2.15; and second, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans on a pro rata basis (excluding the final payment due on the Maturity Date); provided, that, after all regularly scheduled amortization payments have been made in full in accordance with Section 2.4, any remaining amounts required to be prepaid under this Section 2.7 shall be applied as a prepayment to the final payment that would otherwise be due on the Maturity Date until paid in full. (g) The Borrower shall notify the Administrative Agent by written notice of any prepayment pursuant to clauses (a), (b), (c), (d) or (e) of this Section 2.7 not later than 11:00 a.m. (New York City time) one (1) Business Day before the date of prepayment. Each such notice shall specify the prepayment date (which shall be a Business Day), the principal amount of the Loans to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. All prepayments of the Loans pursuant to clauses (a), (b), (c), (d) or (e) of this Section 2.7 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) To the extent that this Agreement and the Note Purchase Agreement both require mandatory prepayments for the events described in clauses (a), (b), (c) above or (d) of this Section 2.7, the Borrower may pay a portion of the Net Cash Proceeds (or proceeds from key man life insurance policies, as applicable) derived from such events, determined on a Ratable Basis (as defined in the Intercreditor Agreement), to the NPA Agent to prepay Indebtedness (but not any portion of the Make-Whole Amount (as defined in the Note Purchase Agreement)) in accordance with the terms of the Note Purchase Agreement. To the extent that this Agreement and Sectionthe Note Purchase Agreement both require mandatory prepayments following the occurrence of an Equity Monetization Event as described in clause (e) of this Section 2.7, the parties agree that such mandatory prepayments shall be made on a Ratable Basis (as defined in the Intercreditor Agreement) subject to and in accordance with the Intercreditor Agreement (including, for the avoidance of doubt, Section 5.15(a) of the Intercreditor Agreement).

Mandatory Prepayments. (a) [Intentionally Omitted]. In the event the Borrower receives cash consideration from the issuance or sale of any Disqualified Equity Interests or any of the Borrower’s Subsidiaries receives cash consideration from the issuance or sale of any of their respective Equity Interests (b) Subject to clause (c) belowin each case, upon receipt other than the issuance of Equity Interests that do not constitute Disqualified Equity Interests in exchange for cancellation of Indebtedness), or the Borrower or any of its Subsidiaries receives cash consideration from the incurrence by any Loan Party of Net Cash Proceeds them of any Indebtedness for borrowed money (but only if at other than Indebtedness under this Agreement, Permitted Indebtedness (other than as noted in the time proviso in this paragraph), and Permitted Intercompany Advances), then, in each case, within three Business Days after receipt of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at consideration by any such time)Person, the Borrower shall within one Business Day after such receipt prepay make a mandatory prepayment of the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Loan in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are consideration received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 such Person (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case net of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect theretoreasonable related expenses); provided, however, that notwithstanding anything to the extent any asset contrary contained in this Section 2.05(a) but subject to Section 2.05(e), Section 2.05(f) and Section 2.06), (1) if the Borrower issues any Additional Unsecured Subordinated Indebtedness, the Borrower shall within three Business Days after receipt of any cash consideration for such Asset Sale or Property Loss Event constituted Collateralissuance make a mandatory prepayment of the Loans in an aggregate amount to (i) 75% of such consideration received by the Borrower (net of reasonable related expenses), (ii) 50% of such consideration received by the Borrower (net of reasonable related expenses) if after giving pro forma effect to the incurrence of Additional Unsecured Subordinated Indebtedness, the ratio of the aggregate principal amount of funded Indebtedness of the Borrower and its Subsidiaries (including the Loans, any replacement1.875% Notes, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section2.750% Notes,

Mandatory Prepayments. (a) [Intentionally Omitted]If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries after the Closing Date (excluding (i) the proceeds of a Permitted Receivables Financing, and (ii) any other permitted Indebtedness incurred in accordance with Section 7.2), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(c). (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (but only if at or will be delivered concurrently with the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timenext compliance certificate to be delivered pursuant to Section 6.2(b)), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in clause (d) belowSection 2.13(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 2.13(c). (c) Notwithstanding clause The application of any prepayment pursuant to Section 2.13(a) or (b) above, as long as no Event of Default shall have occurred or be continuing made ratably to the Term Loans based on the date Net Cash Proceeds are received by any Loan Party, outstanding respective principal amounts thereof. Partial prepayments of the Borrower Term Loans pursuant to this Section 2.13 shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event applied to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (remaining installments thereof in the aggregate since the Closing Date) direct order of maturity. The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and are actually used (or have been contractually committed second, to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days Eurodollar Loans. Each prepayment of the receipt Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in prepayment on the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in from any Debt Incurrence Prepayment Event then with respect of Letters of Credit as set forth in clause (d) below) in to an amount equal to 100% of such Net Cash Proceeds as set forth shall be applied toward the prepayment of the Term Loans in clause (d) belowthe manner specified in Section 2.9(c). (c) Notwithstanding clause (b) above, as long as no Event The application of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be amounts required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event prepayment of Term Loans pursuant to Section 2.9(a) shall be made on a pro rata basis to each Class of Term Loans then outstanding (except to the extent that all Net Cash Proceeds from all Reinvestment Events do any Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed participate at all). The application of any amounts required to be usedapplied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (by notice to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldAdministrative Agent), damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal on a pro rata basis to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class selected by the Borrower. Amounts required to be applied an amount equal to the prepayment of Term Loans of any Class shall be applied first, to ABR Loans of such Net Cash Proceeds in repayment Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Revolving Term Loans and under this Section 2.9 shall be accompanied by accrued interest to the Administrative Agent shall have established an Availability Reserve in date of such prepayment on the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (a) [Intentionally Omitted]. (b) Subject that is not otherwise permitted pursuant to clause (c) belowSection 9.09), upon receipt by any Loan Party to the extent that the aggregate amount of Net Cash Proceeds received by Borrower and its Subsidiaries (but only if at and not paid to the time of such receipt the Available Credit is less than 25% Administrative Agent as a prepayment of the Aggregate Borrowing Limit at Loans) in respect of all such time)Casualty Events or Asset Sales, when taken together, exceeds $1,000,000 in such fiscal year, the Borrower shall within one Business Day after such receipt prepay make a mandatory prepayment of the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such 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 as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveProceeds; provided that, as so long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after or shall result therefrom, if, within five (5) Business Days following the provisions in this clause (c) become operativeoccurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent maya 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 applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, provided, further, that, 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 at the direction make a mandatory prepayment of the Requisite LendersLoans in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Casualty Event or Asset Sale, apply all amounts in as the case may be, with such amount of Net Cash Collateral Account referred to above Proceeds being allocated to the Obligationsprepayment 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. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. There shall become due and payable and Borrower shall prepay the Term Loan (aand the Revolving Loans and Swingline Loans, to the extent required by Section 2.1(e)(i)) [Intentionally Omitted].in the following amounts and at the following times: (bi) Subject on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any Major Casualty Proceeds, an amount equal to clause one hundred percent (c100%) belowof such Major Casualty Proceeds; provided, upon receipt that, so long as no Default or Event of Default has occurred and is continuing, the recipient (other than Administrative Agent) of any Major Casualty Proceeds may reinvest the amount of such Major Casualty Proceeds within ninety (90) days, in replacement assets comparable to the assets giving rise to such Major Casualty Proceeds; provided, that the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $250,000 in any Loan Fiscal Year; provided, further, that if the applicable Credit Party of Net Cash Proceeds (but only does not intend to fully reinvest such Major Casualty Proceeds, or if at the time of period set forth in this sentence expires without such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at Party having reinvested such time)Major Casualty Proceeds, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to such Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period); (ii) upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds of the issuance of equity securities to Borrower or any Wholly-Owned Subsidiary), and (3) proceeds of the issuance of equity securities of Borrower (or a parent company of Borrower) upon the exercise of any stock option to acquire securities of Borrower, in each case in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds of such issuance and sale; (iii) upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.1(c)(iii) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $350,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(c)(iii)), and provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on may reinvest the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by within ninety (90) days, in replacement fixed assets of a Loan Party and, pending application kind then used or usable in the business of such proceedsCredit Party. If the applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the time period set forth in the immediately preceding sentence expires without such Credit Party having reinvested such Net Cash Proceeds, Borrower has either (i) paid shall prepay the Loans in an amount equal to such Net Cash Proceeds Proceeds; and (iv) upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to one hundred percent (100%) of such Extraordinary Receipts. Any amounts permitted to be reinvested pursuant to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or preceding clauses (ii) or (iii) shall be immediately applied by Borrower as a prepayment against then outstanding Revolving Loans, and Administrative Agent shall establish a Reserve (the “Reinvestment Reserve”) against the Revolving Loan Limit in an amount equal to such Net Cash Proceeds in repayment permitted reinvestment amount. So long as no Default or Event of the Revolving Loans and the Default then exists, Administrative Agent shall have established an Availability Reserve in permit Revolving Loan Borrowings to finance the amount making of such repaymentreinvestments permitted pursuant to the preceding clauses (ii) and (iii), which reserve and shall xxxxx on concurrently reduce the Reinvestment Prepayment Date Reserve by an equivalent amount. Any remaining portion of the Reinvestment Reserve shall be reduced to zero (0) upon the expiration of the applicable to such Net Cash Proceeds or earlier reinvestment periods pursuant to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement preceding clauses (ii) and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereofiii); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans make mandatory prepayments (or provide cash collateral in respect of Letters of Credit “Mandatory Prepayments”) as set forth in clause this Section. Borrower shall make Mandatory Prepayments to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement (d) belowa) in an amount equal to 100% of such the Net Proceeds of Stock and 100% of the Net Cash Proceeds as set forth received by Borrower or a Subsidiary in clause respect of any offering by Borrower of Subordinated Debt (d) below. (c) Notwithstanding clause other than an offering which increases the outstandings under Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Execution Date and described on Exhibit 4.7 hereto); (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply in an amount equal to Net Cash Proceeds arising from a Reinvestment Event to 100% of the extent that all Net Cash Proceeds from all Reinvestment Events do any sale or other disposition by Borrower of any inventory (other than sales of inventory in the ordinary course); (c) in an amount equal to 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 10.5(d)), or series of related sales or dispositions, by Borrower of any assets not otherwise referenced above in this Section, where the Net Cash Proceeds exceed $50,000,000 (5,000,000 for any such sale or $10,000,000 in the aggregate since the Closing Datefor all such sales; and (d) and are actually used (or have been contractually committed in an amount equal to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days 100% of the receipt Net Cash Proceeds from the sale or other disposition of the SSC Securities if Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds by a Loan Party and, pending application to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such proceeds, the Borrower has either (i) paid an amount equal to such Mandatory Prepayment of Net Cash Proceeds to or Net Proceeds of Stock shall be due immediately upon the Administrative Agent to be held receipt by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment Borrower of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier Net Proceeds of Stock. All Mandatory Prepayments required pursuant to this Section shall be distributed (i) to the extent that Revolving Loans up Senior Note Holders for amounts owing under the Senior Notes and to the amount of such Net Cash Proceeds are used as set forth in lenders under the Reinvestment Notice with respect theretoRabobank Agreement, pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders (other than CoBank) waive in writing their right to receive a Mandatory Prepayment pursuant to this Section 4.7 or comparable provision in their respective Senior Notes, Borrower shall make such Mandatory Prepayment to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of lenders under the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Rabobank Agreement and the Collateral Documents (but, to CoBank hereunder only and in the case of a Permitted Acquisition, only an amount equal to the extent their pro rata share as calculated above. The Mandatory Prepayments made to CoBank as required by clause (v) of the definition thereof); this Section shall be applied as provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsSubsection 4.6.2 hereof. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale or any Recovery Event (to the extent that such Net Cash Proceeds exceed $1,000,000 in the aggregate), the Borrowers shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(e); provided that: so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds are expected to be used, or committed to be used, to acquire assets useful (in the good faith judgment of the U.S. Borrower) in the Borrowers’ (or their Restricted Subsidiaries’) business within 12 months following the date of such Asset Sale or Recovery Event; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if the Borrowers or any of their Restricted Subsidiaries have entered into a binding contractual commitment for reinvestment within such 12-month period, not so reinvested within 18 months following the date of such Asset Sale or Recovery Event), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.13(a); provided further that if at the time that any such prepayment would be required, the Borrowers or any Restricted Subsidiary is required to repay, redeem or repurchase or offer to repay, redeem or repurchase Indebtedness that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be repaid, redeemed or repurchased or offered to be so repurchased, “Other Applicable Indebtedness”), then the applicable Borrower or applicable Restricted Subsidiary may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time so long as 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 Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.13(a) shall be reduced accordingly. (b) Subject No later than the fifth Business Day after the date on which financial statements with respect to clause a fiscal year of Holdings are delivered pursuant to Section 5.04(a), beginning with the fiscal year ending on or about December 31, 2016, the Borrowers shall prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to the excess (if any) of (x) 50% of Excess Cash Flow for the fiscal year then ended (provided that such percentage shall be reduced to 25% if the Total Net Leverage Ratio as of the end of such fiscal year was less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00, and to 0% if the Total Net Leverage Ratio as of the end of such fiscal year was less than or equal to 1.50 to 1.00) minus (y) Voluntary Prepayments made during such fiscal year, on a dollar-for-dollar basis, other than to the extent any such Voluntary Prepayment is funded with the proceeds of new long-term Indebtedness. (c) below, upon receipt by In the event that any Loan Party of Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance, offering, placement or incurrence of Indebtedness for money borrowed of any Borrower or any Restricted Subsidiary (but only if at other than any cash proceeds from the time issuance, offering, placement or incurrence of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeIndebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall within one Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day after next following) the receipt of such receipt prepay Net Cash Proceeds by the Loans (Borrowers or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds as set forth to prepay outstanding Loans in clause accordance with Section 2.13(e). (d) belowUpon the earliest to occur of (i) the termination of the Acquisition Agreement in accordance with its terms, (ii) Capitol ceasing all operations except for the purposes of winding up, redeeming 100% of the shares sold in Capitol’s initial public offering for cash and dissolving and liquidating and (iii) August 1, 2015, the Borrowers shall, not later than the second Business Day following the date of such occurrence, apply an amount equal to $30,000,000 to prepay outstanding Loans in accordance with Section 2.13(e) (the “Outside Date Repayment”). (ce) So long as any Loans are outstanding, mandatory prepayments of outstanding Loans under this Agreement shall be applied pro rata to each Class of Loans (except, in the case of amounts required to mandatorily prepay the Loans pursuant to Sections 2.13(b), such mandatory prepayments shall be allocated to each of the U.S. Term Loans and the Cayman Term Loans based on the amount of Excess Cash Flow generated by each of the U.S. Borrower and the Domestic Subsidiaries, on the one hand, and the Cayman Borrower and the Foreign Subsidiaries, on the other hand, as determined in good faith by the U.S. Borrower) and within each Class to any installments thereof (1) in direct order of maturity of the remaining installments for the next eight amortization payments following the relevant prepayment event, and (2) thereafter, ratably to the remaining installments. (f) Each Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of each Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.13. Each such Lender may reject all of its pro rata share of the prepayment (excluding the Outside Date Prepayment) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrowers no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Any Declined Proceeds may be retained by the Borrowers. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (g) In connection with any mandatory prepayments by the Borrowers of the Loans pursuant to this Section 2.13, such prepayments shall be applied on a pro rata basis to the then outstanding Loans being prepaid irrespective of whether such outstanding Loans are Alternate Base Rate Loans or Eurodollar Rate Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.13(f), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Loans that are Alternate Base Rate Loans to the full extent thereof before application to Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 2.16. Notwithstanding clause any other provisions of this Section 2.13, if the Borrowers determine in good faith that the repatriation by any Foreign Subsidiary, of any amounts required to mandatorily prepay the Loans pursuant to Sections 2.13(a) or (b) above would result in material and adverse tax consequences (including from withholding tax), taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrowers, the amount that the U.S. Borrower shall be required to mandatorily prepay pursuant to Sections 2.13(a) or (b) above, as long applicable, shall be reduced by the Restricted Amount until such time as no Event such Foreign Subsidiaries may repatriate to the U.S. Borrower the Restricted Amount without incurring such material and adverse tax liability (the Borrowers hereby agreeing to use commercially reasonable efforts to, and to cause each of Default shall have occurred or be continuing on its Foreign Subsidiaries to, promptly take all available actions reasonably required to mitigate such tax liability); provided that to the date extent that the repatriation of any Net Cash Proceeds are received by any Loan Partyor Excess Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier Excess Cash Flow, as applicable, not previously applied pursuant to the extent that Revolving Loans up immediately preceding clause shall be promptly applied to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor repayment of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of Loans pursuant to Sections 2.13(a) or (b) as otherwise required above (without regard to this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereofparagraph); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. (b) Subject to clause (c) belowImmediately upon the sale, upon receipt transfer or other disposition by any Loan Party Borrower of Net Cash Proceeds any Pool Aircraft or by Holdings or a Borrower of Equity Interests in a Non-Parent Borrower or an Intermediate Lessee (but only if at each such sale, transfer or other disposition, a “Disposition Event”), the time Borrowers, or Holdings as the case may be, shall forthwith prepay an aggregate principal amount of such receipt the Available Credit is less than 25Outstanding ILFC Loans equal to 75% of the Aggregate Borrowing Limit at Net Sale Proceeds from such time), Disposition Event by deposit into the Borrower shall within one Business Day after such receipt prepay FRBNY Account; provided that the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower Borrowers shall not be required to so apply prepay the Outstanding ILFC Loans following a transfer of any Aircraft Asset to another Borrower Party in accordance with Section 2.12(a) or Section 5.25. (ii) With respect to any Event of Loss suffered by a Pool Aircraft, the Borrowers shall, upon the receipt of any hull insurance, condemnation or other proceeds in respect of such Event of Loss, prepay an aggregate principal amount of the Outstanding ILFC Loans equal to Net Cash Proceeds arising from a Reinvestment 75% of the net proceeds received on account of such Event of Loss by deposit into the FRBNY Account; provided that such “net proceeds” shall not include any amounts to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in required under the aggregate since the Closing Date) and are actually used (or have been contractually committed applicable Lease to be usedpaid over to such Lessee pursuant to such Lease; (iii) Concurrently with the removal of any Pool Aircraft from the Designated Pool in accordance with Section 2.12(b) where the Borrower has notified the Lender Parties and the FRBNY that it does not intend to consummate sell or otherwise dispose of the applicable Pool Aircraft (except to the Parent Borrower or one of its Subsidiaries) or where any sale, transfer or other disposition does not result in any Net Sale Proceeds (unless (i) a Permitted Acquisition Non-Pool Aircraft is being substituted for such Pool Aircraft in accordance with Section 2.12(b) or (ii) the Supplemental Pool Aircraft are being removed from the Designated Pool in accordance with Section 2.15), the Borrowers shall prepay an aggregate principal amount of the Outstanding ILFC Loans equal to purchase replacement or fixed assets 75% of the most recent Appraised Value (which shall be deemed to be $0.00 in the case of any Pool Aircraft subject to an Asset Saleevent described in clause (a) or repair or replace to the proviso of the definition of “Appraised Value”) of such Pool Aircraft by deposit into the FRBNY Account; and (iv) Upon a Change in Control the Borrowers shall prepay the Outstanding ILFC Loans in full by deposit into the FRBNY Account. If, following removal of a Pool Aircraft from the Designated Pool in the case of circumstances described in Section 2.07(b)(iii) (a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds“Removed Aircraft”), the Borrower has either (i) paid an sells such Removed Aircraft to a Person other than the Parent Borrower or one of its Subsidiaries within three months of such removal, the Borrowers shall promptly make additional prepayment in respect of the aggregate amount of Outstanding ILFC Loans equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment 75% of the Revolving Loans and excess, if any, of the Administrative Agent shall have established an Availability Reserve in Net Sale Proceeds over the amount Appraised Value of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to Removed Aircraft as if such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset Removed Aircraft were subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (vb)(i) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsabove. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. The Borrower shall, on the date of receipt of any Net Cash Proceeds by MCRC, the Borrower or their respective Subsidiaries from (a) the sale, lease, transfer or other disposition of any assets of MCRC, the Borrower or their respective Subsidiaries (other than any sale, lease, transfer or other disposition of assets for Net Cash Proceeds in the aggregate not to exceed $25,000,000 during the term of this Agreement), (b) Subject the incurrence or issuance by MCRC, the Borrower or their respective Subsidiaries of any Indebtedness (other than borrowings under the Revolving Credit Facility); provided, however, that if any Indebtedness is incurred for a particular acquisition or transaction and such acquisition or transaction is either unwound or not consummated, then the Net Cash Proceeds of such Indebtedness shall be used to clause pay back the lender of such Indebtedness, or (c) below, upon receipt the issuance and sale by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)MCRC, the Borrower shall within one Business Day after such receipt or their respective Subsidiaries of any Equity Interests for cash, prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default Proceeds. The Borrower shall have occurred or be continuing make such prepayment together with all accrued interest on the date Net Cash Proceeds are received by any Loan Partyamount prepaid. Notwithstanding the foregoing, (1) the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event make the prepayment described in clause (a) if and to the extent that the Borrower uses such Net Cash Proceeds to purchase other real property assets, in a bona fide, qualified, deferred exchange under §1031 of the Code, provided that (i) the Borrower shall deposit all such Net Cash Proceeds of sale or other disposition, until required in connection with the purchase of a property, with a qualified intermediary reasonably acceptable to the Administrative Agent and (ii) such qualified intermediary shall be instructed to pay such net proceeds to the Administrative Agent on behalf of the Lenders in the event that either (x) such other real property assets are not identified within 45 days of such sale, or (y) such purchase does not occur within 180 days of such sale and (2) if MCRC, the Borrower or their respective Subsidiaries receives Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since sale of the Closing Date) and are actually used (or have been contractually committed Real Estate located at 700 Xxxxxx Xxxxxx xx Xxx Xxxxxxxxx, Xxxxxxxxxx that would otherwise be required to be used) used to consummate a Permitted Acquisition or prepay the Loans, the Borrower may elect to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of retain such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, if it instead reduces the Borrower has either (i) paid Total Commitment pursuant to §2.11 in an amount equal to such Net Cash Proceeds that would have otherwise been used to prepay the Administrative Agent Loans. Amounts repaid pursuant to this §2.10(a) may not be held by reborrowed. (b) If any transaction to which the Administrative Agent Borrower applies the proceeds of the Loans does not close for any reason, or if the Borrower uses the proceeds of the Loans to make a deposit on any transaction (whether into an escrow account or otherwise) and such deposit is thereafter returned or refunded to MCRC, the Borrower or their respective Subsidiaries, then in a Cash Collateral Account designated by each case, the Administrative Agent Borrower shall, on the date such proceeds are returned to MCRC, the Borrower or (ii) applied any of their respective Subsidiaries, prepay the Loans in an aggregate amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable returned amount. Amounts repaid pursuant to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, this §2.10(b) may not be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause reborrowed. (c) become operativeAs soon as possible after the Initial Funding Date, the Administrative Agent mayBorrower shall borrow $200,000,000 under the Revolving Credit Facility, or shall at and the direction Borrower shall, on the date such loan proceeds are received by it, prepay $200,000,000 of the Requisite Lenders, apply all amounts principal amount of the Loans. Amounts repaid pursuant to this §2.10(c) may be reborrowed in the Cash Collateral Account referred to above to the Obligationsaccordance with §2.1. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omittedreserved]. (b) Subject to clause (c) below, upon receipt If any Indebtedness shall be incurred by any Loan Party of Net Cash Proceeds Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as including any Overadvance set forth in clause (d) below) in Section 2.8(a), an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in clause (d) belowSection 2.12(e). (c) Notwithstanding clause (b) above, as long as no Event of Default If on any date any Group Member shall have occurred or be continuing on the date receive Net Cash Proceeds are received by from any Loan PartyAsset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower shall not be required to so apply and (ii) on each Reinvestment Prepayment Date, an amount equal to Net Cash Proceeds arising from a the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts; second, to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the aggregate since then existing L/C Exposure) in a Cash Collateral account established with the Closing Date) Administrative Agent for the benefit of the L/C Lenders on terms and are actually used conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.12 (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (except in the case of an Asset Sale) or repair or replace (Revolving Loans that are ABR Loans and Swingline Loans, in the case of a Property Loss Eventevent all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the sold, damaged or taken property within 180 days of the receipt date of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, prepayment on the amount prepaid. The Borrower has either (i) paid an amount equal to such Net Cash Proceeds shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be held by made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent in a Cash Collateral Account designated by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) applied an amount equal to the extent practicable, at least ten days prior written notice of such Net Cash Proceeds in repayment of the Revolving Loans prepayment or reduction (and the Administrative Agent shall have established an Availability Reserve in promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable each Loan (or portion thereof) to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (dg) Subject No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to the provisions of clause (c) above and Sectionthis Section 2.12.

Mandatory Prepayments. (i) In the event and on each occasion of a Prepayment Event listed in clause (a) [Intentionally Omitted]of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 33.33% of the amount of such Net Cash Proceeds. (ii) In the event and on each occasion of a Prepayment Event listed in clause (b) Subject of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds, provided that, in the case of any event described in clause (b)(ii) of the definition of Prepayment Event, if the Obligor applies the Net Cash Proceeds from such event (or a portion thereof) (i) within 90 days after receipt of such Net Cash Proceeds and (ii) at a time when no Event of Default has occurred and is continuing, to acquire assets to be used or useful in the business of such Obligor, then no prepayment shall be required pursuant to this 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, if applicable) except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 90 day period, as applicable, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (iii) In the event and on each occasion of a Prepayment Event listed in clause (c) belowof the definition thereof, upon receipt by any Loan Party of the Borrower shall, within five Business Days after the Net Cash Proceeds (but only if at in respect thereof are received by the time of such receipt the Available Credit is less than 25respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of the Aggregate Borrowing Limit at amount of such time)proceeds, provided that, if the Borrower shall within one Business Day after respective Obligor applies the proceeds from such receipt prepay the Loans event (or provide cash collateral a portion thereof) (i) within 180 days after receipt of such proceeds and (ii) at a time when no Event of Default has occurred and is continuing, to repair, restore or replace the property or asset which gave rise to the Prepayment Event, then no prepayment shall be required pursuant to this paragraph in respect of Letters the proceeds in respect of Credit such event (or the portion of such proceeds specified in such certificate, if applicable) except to the extent of any such proceeds therefrom that have not been so applied by the end of such 180 day period, as set forth applicable, at which time a prepayment shall be required in an amount equal to such proceeds that have not been so applied. (iv) In the event and on each occasion of a Prepayment Event listed in clause (d) below) of the definition thereof, the Borrower shall, within five Business Days after the payments referred to therein are made, prepay Term Loans in an aggregate amount equal to 75% of the amount of payments made in such Prepayment Event. (v) In the event and on each occasion of a Prepayment Event listed in clause (e) of the definition thereof, the Borrower shall, within five Business Days after the Net Cash Proceeds in respect thereof are received by the respective Obligor, prepay Term Loans in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) belowProceeds. (cvi) Notwithstanding clause Each prepayment of Term Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares. (bvii) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the The Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant this Section 2.05(b) at least five (5) days prior to the date of such prepayment. Each such notice shall specify the date of such pre-payment and provide a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment reasonably detailed calculation of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on prepayment. The Administrative Agent will promptly notify each Lender of the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to contents of the extent that Revolving Loans up to the amount Borrower’s prepayment notice and of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor Lender’s pro rata share of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsapplicable prepayment. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. Upon the occurrence of any Casualty Event or Asset Sale (a) [Intentionally Omitted]. (b) Subject that is not otherwise permitted pursuant to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeSection 9.09), the Borrower shall within one Business Day after such receipt prepay make a mandatory prepayment of the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such 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 as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveProceeds; provided that, as so long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after or would result therefrom, if, within five (5) Business Days following (x) the provisions in this clause occurrence of any such Asset Sale or (cy) become operativethe receipt of Net Cash Proceeds from any Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent maya 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 applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose, provided, further, that, in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following (x) the occurrence of any such Asset Sale or (y) the receipt of Net Cash Proceeds from any Casualty Event, the Borrower shall at the direction make a mandatory prepayment of the Requisite LendersLoans in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Casualty Event or Asset Sale, apply all amounts in as the case may be, with such amount of Net Cash Collateral Account referred to above Proceeds being allocated to the Obligationsprepayment 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. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by If at any Loan Party of time after the Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (but only if at the time of such receipt the Available Credit is less other than 25% of the Aggregate Borrowing Limit at such timeExcluded Indebtedness), the Borrower shall within one Business Day after prepay the Term Loans on a pro rata basis on the date of such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveProceeds; provided, as long as no Event that if at the time of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be such prepayment such Group Member is required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event prepay any Other Applicable Indebtedness (to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in and if required by the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days terms of the receipt definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds by to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a Loan Party and, pending application pro rata basis on the date of such proceedsreceipt; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the Borrower has either (i) paid an portion of such prepayment amount equal allocated to such Net Cash Proceeds Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or terms thereof, (iiC) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve prepayment of the Term Loans that would otherwise have been required pursuant to this Section 4.2(a) shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier be reduced accordingly and (D) to the extent that Revolving Loans up to the amount holders of such Net Cash Proceeds are used as set forth Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing within 10 Business Days after the provisions date of such rejection) be applied to prepay the Term Loans in this clause (c) become operative, accordance with the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsterms hereof. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at Unless the time of such receipt the Available Credit is less than 25% Majority Facility Lenders in respect of the Aggregate Borrowing Limit at such time)Term Loan Facility shall otherwise agree, (i) if any Indebtedness is incurred after the date hereof by Holdings, the Borrower shall within one Business Day after such receipt prepay or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.2 as in effect on the Loans (or provide cash collateral in respect date of Letters of Credit as set forth in clause (d) below) in this Agreement), an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in clause Section 2.12(d) and Section 2.18(b) and (dii) below. (c) Notwithstanding clause (b) above, as long as no Event of Default if any Capital Stock shall have occurred or be continuing on issued after the date Net Cash Proceeds are received hereof by any Loan PartyHoldings, the Borrower shall not be required or any of its Subsidiaries (excluding any issuance of Capital Stock (x) the proceeds of which constitute Designated Equity Amounts or (y) issued as compensation to so apply employees of Holdings, the Company or any of its Subsidiaries or to management of Holdings or any of its Subsidiaries in the ordinary course of business), an amount equal to 50% of the Net Cash Proceeds arising from a Reinvestment Event to thereof shall be applied on the extent that all date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b). (b) Unless the Majority Facility Lenders in respect of the Term Loan Facility shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from all any Asset Sale or Recovery Event then, unless a Reinvestment Events do not exceed $50,000,000 (Notice shall be delivered in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldrespect thereof within five Business Days thereafter, damaged or taken property within 180 days of the receipt 100% of such Net Cash Proceeds by a Loan Party andshall be applied on such fifth Business Day toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b); provided, pending application of such proceedsthat, notwithstanding the Borrower has either foregoing, (i) paid the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to such 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 2.12(d) and Section 2.18(b) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or lesser of (iiA) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used and (B) the aggregate amount of Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the relevant Foreign Subsidiary after the Effective Date and, in no event, shall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the Borrower and their respective Subsidiaries in such Foreign Subsidiary after the Effective Date. (c) Unless the Majority Facility Lenders in respect of the Term Loan Facility shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which the Effective Date occurs, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the Reinvestment Notice with respect thereto; provided, however, that to earlier of (i) the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor date on which the financial statements of the Collateral AgentBorrower referred to in Section 6.1(a), for the benefit of the Secured Partiesfiscal year with respect to which such prepayment is made, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only are required to be delivered to the extent required by clause Lenders and (vii) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsdate such financial statements are actually delivered. (d) Subject The application of any prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the provisions extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of clause (c) above and Sectionsuch prepayment). Each prepayment of the Term Loans under this Section shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt In the event that on or before the 60th day following the entry by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% Bankruptcy Court of the Aggregate Borrowing Limit at such time)Interim Order, the Borrower Final Order has not been entered by the Bankruptcy Court, the Borrowers shall within one Business Day after prepay all outstanding Loan Document Obligations on such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) belowday. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing In the event and on the date each occasion that any Net Cash Proceeds are received by or on behalf of Holdings or any Loan PartySubsidiary in respect of a Prepayment Event, the Borrower shall not be required to Borrowers shall, within five Business Days after such Net Cash Proceeds are so apply received, prepay the outstanding Loans in an aggregate principal amount equal to the Applicable Prepayment Percentage of such Net Cash Proceeds; provided that, in the case of any Prepayment Event that is an Asset Sale, if the Borrowing Agent shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrowing Agent, on or prior to the date that a prepayment would otherwise be required hereunder if such certificate were not delivered, to the effect that Holdings and the Subsidiaries intend to apply the Net Cash Proceeds arising from such Asset Sale (or a portion thereof specified in such certificate), within the Reinvestment Event Period applicable to such Net Cash Proceeds, to acquire real property, equipment or other tangible or intangible assets to be used in the business of Holdings and the Subsidiaries (which real property, equipment or other assets must be assets that become Collateral to the extent that all such Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (are attributable to assets that were Collateral), and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in the aggregate since the Closing Date) and are actually used respect of such Net Cash Proceeds (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 contractually committed so applied by the end of such Reinvestment Period, at which time a prepayment shall be required in an aggregate principal amount equal to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (the Applicable Prepayment Percentage of such Net Cash Proceeds that have not been so applied. For purposes hereof, “Reinvestment Period” means, in respect of any Net Cash Proceeds, the case period beginning on the date of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsending 180 days thereafter. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally OmittedReserved]. (b) Subject to clause (c) below, upon receipt If any Indebtedness shall be incurred by any Loan Party of Net Cash Proceeds Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as including any Overadvance set forth in clause (d) below) in Section 2.8(a), an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in clause (d) belowSection 2.12(e). (c) Notwithstanding clause (b) above, as long as no Event of Default If on any date any Group Member shall have occurred or be continuing on the date receive Net Cash Proceeds are received by from any Loan PartyAsset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the Borrower shall not be required to so apply prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to Net Cash Proceeds arising from a the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of installments due in respect of the Term Loans in reverse order of maturity and in accordance with Sections 2.3 and 2.18(b) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts; second, to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the replacement of outstanding Letters of Credit and/or the deposit of an amount in cash (in an amount not to exceed 105% of the aggregate since then existing L/C Exposure) in a Cash Collateral account established with the Closing Date) Administrative Agent for the benefit of the L/C Lenders on terms and are actually used conditions satisfactory to the Issuing Lender. Each prepayment of the Loans under this Section 2.12 (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (except in the case of an Asset Sale) or repair or replace (Revolving Loans that are ABR Loans and Swingline Loans, in the case of a Property Loss Eventevent all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the sold, damaged or taken property within 180 days of the receipt date of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, prepayment on the amount prepaid. The Borrower has either (i) paid an amount equal to such Net Cash Proceeds shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be held by made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent in a Cash Collateral Account designated by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment or reduction and (ii) applied an amount equal to the extent practicable, at least ten days prior written notice of such Net Cash Proceeds in repayment of the Revolving Loans prepayment or reduction (and the Administrative Agent shall have established an Availability Reserve in promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment or reduction date, the Type of each Loan being prepaid and the principal amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable each Loan (or portion thereof) to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (dg) Subject No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to the provisions of clause (c) above and Sectionthis Section 2.12.

Mandatory Prepayments. (a) [Intentionally Omitted].In addition to Borrowers’ obligation to pay the entire amount of the Obligations upon the Revolving Commitment Termination Date, Borrowers shall also be jointly and severally required to prepay the Obligations as follows: (bA) Subject Borrowers shall prepay the Obligations (I) in the amount of the Net Asset Sale Proceeds from Asset Sales of ABL Priority Collateral (other than the collection of Accounts and the sale or lease of Inventory in the Ordinary Course of Business) and (II) in the amount of all cash proceeds from the collection of Accounts or the sale or lease of Inventory in the Ordinary Course of Business. In addition, Borrowers shall prepay the Obligations in the amount of the Net Asset Sale Proceeds from Asset Sales of Notes Priority Collateral to clause the extent (cx) belowsuch Net Asset Sale Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Intercreditor Agreement, upon as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement; (B) Borrowers shall prepay the Obligations from (I) the Net Insurance/Condemnation Proceeds received by Agent or any Credit Party, as applicable paid in respect of any ABL Priority Collateral and (II) all Net Insurance/Condemnation Proceeds to the extent (x) such Net Insurance/Condemnation Proceeds are not required to be applied to the Senior Secured Notes or the Second Lien Obligations pursuant to the Senior Secured Notes Indenture and the Intercreditor Agreement, as the case may be, and (y) such prepayment is otherwise permitted by the Senior Secured Notes Indenture and the Intercreditor Agreement; and (C) On the date of receipt by any Loan Credit Party of Net any Cash Proceeds proceeds from the incurrence of any Indebtedness of any Credit Party (but only other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1, including, without limitation, the Senior Secured Notes, the $125,000,000 Unsecured Debt, the Second Lien Obligations, or the Subordinated Lien Obligations, if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeany), the Borrower Borrowers shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveproceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses that are not otherwise required to be applied to the Senior Secured Notes pursuant to the Senior Secured Notes Indenture and the $125,000,000 Unsecured Debt pursuant to the $125,000,000 Unsecured Debt Credit Agreement, as long as no Event of Default shall have occurred or be continuing such agreements are in effect on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationshereof. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally OmittedReserved]. (b) Subject to clause paragraph (cf) below, upon following the consummation of any Asset Sale by the Company or any of its Subsidiaries, in the case of cash proceeds, and following receipt by of cash proceeds representing payments under notes or other securities received in connection with any Loan Party of Net Cash Proceeds (but only if at the time of non-cash consideration obtained in connection with such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Asset Sale, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in 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 Loans. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and shall be continuing at the time of such Asset Sale or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent that within 360 days of receipt of such proceeds, they have neither been reinvested in productive assets of a kind then used or usable in the business of the Company and its Subsidiaries nor contractually committed (and any such proceeds not applied to such contractual commitments at the time required shall be deemed to be Net Proceeds to be applied as set forth in this Section) to be used for such purposes, at which time all such proceeds shall be deemed to be Net Proceeds; provided, that proceeds received from Asset Sales of any Qualified Domestic Assets shall be deemed to have been “reinvested” for purposes of this Section 5.6(b) only to the extent that such proceeds are reinvested (i) pursuant to, and subject to the limitations set forth in, Section 9.7(b)(ii) hereof, or (ii) in assets which will constitute Qualified Domestic Assets, subject only to the perfection of the Liens of the Collateral Agent as required in clause (ii) of the definition thereof. (c) Each prepayment of Loans pursuant to clause (b) above shall be applied: first, to the next four quarterly principal repayment installments and then to the remaining principal repayment installments, in each case ratably to each Incremental Term Loan Tranche (if any) and to the principal repayment installments thereof, and second, to the Revolving Credit Facility in the manner set forth in paragraph (d) below. (cd) Notwithstanding clause 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. Any amount remaining following the application required by the preceding sentence in full may be retained by the Company for use in the ordinary course of business, and the Revolving Credit Facility shall be automatically and permanently reduced dollar for dollar by the amount so retained. (e) [Reserved]. (f) Upon receipt by the Company or any of its Subsidiaries of the amounts required to be paid pursuant to paragraph (b) aboveabove from any Asset Sale consisting of the sale of shares of capital stock of any Subsidiary of the Company (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with paragraph (b) of this Section 5.6), (i) the Administrative Agent shall release to the Company, without representation, warranty or recourse, express or implied, those of such shares of capital stock of such Subsidiary held by it as Pledged Stock (as defined in the Pledge Agreement) and (ii) the Agents and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such release. (g) In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans exceed the aggregate Revolving Credit Commitments, the Company shall prepay Revolving Credit Loans or Swing Line Loans (or, if no such Loans are outstanding, deposit cash collateral in an account with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to such excess. (h) The Company shall give the Administrative Agent (which shall promptly notify each Lender) notice as specified in Section 5.5 of each prepayment pursuant to Section 5.5 setting forth the date and amount thereof. Prepayments of Eurodollar Loans pursuant to this Section 5.6, if not on the last day of the Interest Period with respect thereto, shall, at the Company’s option, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operativecontinuing, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject be prepaid subject to the provisions of clause Section 5.21 or such prepayment (cafter application to any ABR Loans, in the case of prepayments by the Company) above shall be deposited with the Collateral Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Collateral Agent and Sectionthereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds as contemplated by paragraph (b) above. After such application, any remaining interest earned on such cash collateral shall be paid to the Company. (i) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent.

Mandatory Prepayments. (a) [Intentionally Omitted]The Borrower shall prepay the outstanding Loans with Loss Proceeds received by the Borrower as to any Event of Loss in accordance with the provisions of Section 4.6 of the Depositary Agreement, subject, in each case, to the Borrower’s right to apply such Loss Proceeds to Restoration Work as contemplated in Section 4.6 of the Depositary Agreement. (b) Subject to clause The Borrower shall prepay the outstanding Loans with the proceeds: (ci) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeBorrower’s voluntary disposition of any energy server or Project; (ii) of refund claims received by the Borrower pursuant to Sections 5.4(c) and 5.7(b) of the PUMA, other than amounts reserved for payment to the Offtakers, in each case in accordance with the provisions of the applicable ESA; and (iii) from any payment of Termination Value or Early Termination Fee, which the Borrower may receive upon the occurrence of a Customer Default or Host Default, as applicable, under each ESA (as defined therein), in each case, in amounts determined as follows: A. with respect to such proceeds affecting up to five (5) MW (in the Borrower shall within one Business Day aggregate) of energy servers or Projects disposed or otherwise removed during the term of the Loans, an amount such that after such receipt prepay prepayment, the Construction Loans and the Term Loans will fully amortize over a [***]-year amortization period based on contracted cash flows under each ESA for the Projects for which COO has occurred and the associated production-based environmental incentives (to the extent [***] Confidential Treatment Requested such incentives are for the benefit of the Borrower), yielding projected minimum annual Debt Service Coverage Ratios of (i) [***] through the Final Maturity Date based on a portfolio capacity factor of 94.85%, as evidenced by Updated Lender Base Case Projections (except that for purposes of this section the minimum annual Debt Service Coverage Ratio shall be [***]) as confirmed by the Independent Engineer and (ii) 1.00:1.00 through the Final Maturity Date based on a portfolio capacity factor of [***], as evidenced by Updated Downside Sizing Case Projections, in each case as confirmed by the Independent Engineer; B. with respect to such proceeds affecting in excess of [***] ([***]) MW (in the aggregate) but not more than [***] ([***]) MW (in the aggregate) of energy servers or provide Projects disposed or otherwise removed during the term of the Loans, in an amount such that after such prepayment, the Construction Loans and the Term Loans will fully amortize over a [***]- year amortization period based on contracted cash collateral flows under each ESA for the Projects for which COO has occurred and the associated production-based environmental incentives (to the extent such incentives are for the benefit of the Borrower), yielding projected minimum annual Debt Service Coverage Ratios of (i) [***] through the Final Maturity Date based on a portfolio capacity factor of [***], as evidenced by Updated Lender Base Case Projections (except that for purposes of this Section the minimum annual Debt Service Coverage Ratio shall be [***]) as confirmed by the Independent Engineer and (ii) 1.00:1.00 through the Final Maturity Date based on a portfolio capacity factor of [***], as evidenced by Updated Downside Sizing Case Projections, in each case as confirmed by the Independent Engineer; and C. with respect to such proceeds affecting in excess of Letters [***] ([***]) MW (in the aggregate) of Credit as set forth in clause (d) below) energy servers or Projects disposed or otherwise removed during the term of the Loans, in an amount equal to 100% [***] percent ([***]) of such Net Cash Proceeds as set forth in clause (d) belowproceeds. (c) Notwithstanding clause The Borrower shall prepay the outstanding Loans with the proceeds in excess of [***] dollars (b[***]) abovefrom the receipt of proceeds from any single sale or disposition of assets other than pursuant to Section 2.13(b) or in excess of [***] dollars ([***]) in the aggregate for all such dispositions or receipts by the Borrower during the term of the Loans (excluding the sale of energy, as long as no Event capacity or ancillary services in the ordinary course of Default business or other sales permitted pursuant to Section 6.5 of this Agreement). (d) The Borrower shall have occurred or be continuing on prepay the date Net Cash Proceeds are outstanding Loans with the net proceeds received by any Loan Party, the Borrower under the Policy pursuant to the “One-Time Payment Option” (as defined in the Policy). (e) The Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event prepay the outstanding Loans with amounts on deposit in the Suspense Account to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 required pursuant to Section 4.5 of the Depositary Agreement. [***] Confidential Treatment Requested (in f) Upon the aggregate since occurrence and during the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case continuance of an Asset Sale) or repair or replace (in Event of Default, at the case of a Property Loss Event) the sold, damaged or taken property within 180 days discretion of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds Required Lenders and without prejudice to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans rights and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor remedies of the Collateral Agent, the Administrative Agent and the Lenders as set forth herein, the Borrower shall prepay the outstanding Loans in accordance with the provisions of Section 8.11 of the Depositary Agreement. (g) If on the Term Conversion Date, COO has not occurred for Sites having an aggregate capacity of at least the Minimum Capacity, the Borrower shall prepay the outstanding Loans in an amount such that after such prepayment, the Term Loan will fully amortize over a [***]-year amortization period based on contracted cash flows under each ESA for the Projects for which COO has occurred and the associated production-based environmental incentives (to the extent such incentives are for the benefit of the Secured PartiesBorrower), in each caseyielding projected minimum annual Debt Service Coverage Ratios of (i) [***] through the Final Maturity Date based on a portfolio capacity factor of [***], having as evidenced by Updated Lender Base Case Projections as confirmed by the priority described in Section 4.20 Independent Engineer and (ii) [***] through the Final Maturity Date based on a portfolio capacity factor of this Agreement and [***], as evidenced by Updated Downside Sizing Case Projections as confirmed by the Collateral Documents Independent Engineer (but, the “Conversion Payoff”). (h) The Borrower shall prepay the outstanding Loans with Excess Cash Flow (as defined in the case Depositary Agreement) in accordance with Clause Ninth of a Permitted Acquisition, only to the extent required by clause (vSection 4.2(e) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsDepositary Agreement. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) the proviso below, upon receipt by the occurrence of any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Casualty Event, the Borrower shall within one Business Day after such receipt prepay make a mandatory prepayment of the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of such the Net Cash Proceeds received by the Borrower or any other Obligor as set forth in clause a result of such Casualty Event, and (dy) below. (c) Notwithstanding clause (b) above, as any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after at the provisions in this clause time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (c5) become operativeBusiness Days following the occurrence of any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent maya notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or shall at applicable Obligor intends to apply the direction 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 Requisite Borrower or its Subsidiaries, 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 occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the 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 received by the Borrower or any other Obligor as a result of such Casualty Event, and (B) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid, provided, 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 the Lenders, apply all amounts in has been granted a security interest under the Cash Collateral Account referred to above to the ObligationsSecurity Documents. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. When any Parent Holdco or any Subsidiary thereof makes any Asset Disposition (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less other than 25% of the Aggregate Borrowing Limit at such timedispositions permitted under Sections 4.3(a), 4.3(d), 4.3(e), 4.3(f), 4.3(h) or 4.3(i)) or experiences any Asset Loss Event, U.S. Borrowers shall repay the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Advances in an amount equal to 100% of the Net Cash Proceeds thereof, 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 Net Cash Proceeds shall be held in trust for Agent; provided, however, up to an aggregate of $1,000,000 per Fiscal Year (or such higher amount as set forth in clause (dAgent and the Required Lenders may agree) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, of the Borrower foregoing shall not be required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event the prepayment of the Advances to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and such proceeds are actually used (or have been contractually committed to be used) used to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or replace, repair or replace restore, or otherwise reinvest in, assets used in any Borrower’s business and so long as: (in the case of a Property Loss EventA) the sold, damaged no Default or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the provisions occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in this Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (cB)); provided, further, that (x) become operative, if all or any portion of such Net Cash Proceeds not so applied to the Administrative Agent may, or shall at the direction prepayment of the Requisite LendersAdvances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Cash Proceeds, apply all such amount shall be applied to the Advances as otherwise set forth herein, on the last day of such specified period, (y) if such U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be deemed to be implied consent to any Disposition or other event otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied (i) first, to the outstanding principal installments of the Term Loan in the Cash Collateral Account referred to above inverse order of the maturities thereof, and (ii) second, (A) to the Obligationsextent such Asset Loss Event related to the U.S. Borrowers, to the remaining U.S. Advances in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof and (B) to the extent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof. (dii) Subject [Reserved]. (iii) [Reserved]. (iv) When any Parent Holdco or any Subsidiary thereof receives any Extraordinary Receipts, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds. Such repayments shall be applied first, to the provisions extent any such amounts constitute reimbursement of clause amounts previously paid using proceeds of Revolving Advances or working capital, to the outstanding Revolving Advances (cwithout a corresponding reduction to the Maximum Revolving Advance Amount) above and Sectionsecond, to the extent of any remaining Net Cash Proceeds thereof, 75% to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and 25% to the Term Loan. The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Default under this Agreement.

Mandatory Prepayments. (a) [Intentionally Omitted].In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (bi) Subject to clause (c) below, upon receipt by any If the SPAC or a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time receive Net Cash Proceeds in the aggregate amount in excess of $25,000,000 from the issuance of Equity Interests pursuant to one or more SPAC Share Purchase Agreements, then (but only if at A) the time Borrowers shall promptly notify Agent of such receipt issuance of Equity Interests (including the Available Credit is less than 25% amount of the Aggregate Borrowing Limit at estimated Net Proceeds to be received by the SPAC or a Loan Party and/or such time)Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by the SPAC or a Loan Party and/or such Subsidiary of the Net Proceeds of such issuance, the Borrower Borrowers shall within one Business Day after such receipt prepay the Loans (deliver, or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in cause to be delivered, an amount equal to 10025% of such excess Net Cash Proceeds to Agent for distribution to the Lenders as set forth in clause (d) belowa prepayment of the Loans. (cii) Notwithstanding clause If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (bx) abovedirectly or indirectly, as long as no sell, transfer or otherwise dispose of any asset in a manner not permitted hereunder or (y) suffer an Event of Default Loss, then (A) the Borrowers shall have occurred promptly notify Agent of such proposed disposition or be continuing on Event of Loss (including the date amount of the estimated Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds received by a Loan Party and, pending application and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition receipt thereof by a Warnaco Entity, be subject to a perfected Lien in favor Loan Party and/or such Subsidiary of the Collateral AgentNet Proceeds of such disposition or Event of Loss, the Borrowers shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the benefit Lenders as a prepayment of the Secured Parties, in each case, having Loans. Notwithstanding the priority described in Section 4.20 of this Agreement foregoing and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an no Event of Default has occurred and is continuing continuing, such prepayment shall not be required to the extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Borrowers or such Subsidiary within 180 days after the provisions in this clause (c) become operative, date of such disposition or Event of Loss; provided that the Administrative applicable Borrower notifies Agent may, of such Borrower’s or shall such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the direction of the Requisite Lenderstime such proceeds are received and when such reinvestment occurs, apply all amounts in the Cash Collateral Account referred to above to the Obligationsrespectively. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes pursuant to a mandatory offer to purchase such First Lien Notes, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes then outstanding. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in from any Debt Incurrence Prepayment Event then with respect of Letters of Credit as set forth in clause (d) below) in to an amount equal to 100% of such Net Cash Proceeds as set forth shall be applied toward the prepayment of the Term Loans in clause (d) belowthe manner specified in Section 2.9(c). (c) Notwithstanding clause (b) above, as long as no Event The application of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be amounts required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event prepayment of Term Loans pursuant to Section 2.9(a) shall be made on a pro rata basis to each Class of Term Loans then outstanding (except to the extent that all Net Cash Proceeds from all Reinvestment Events do any Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed participate at all). The application of any amounts required to be usedapplied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower's option (by notice to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldAdministrative Agent), damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal on a pro rata basis to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent each Class of Term Loans then outstanding or (ii) applied an amount equal to the Term Loans of each Class in direct order of maturity (based on the respective Term Maturity Dates for such Net Cash Proceeds in repayment Classes) and, if more than one Class of Term Loans has the Revolving same Term Maturity Date, on a pro rata basis between such Classes of Term Loans and based on the Administrative Agent shall have established an Availability Reserve in the respective principal amount of such repaymentClasses of Term Loans then outstanding. Amounts required to be applied to the prepayment of Term Loans of any Class shall be applied first, which reserve to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Term Loans under this Section 2.9 shall xxxxx be accompanied by accrued interest to the date of such prepayment on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. If the principal amount of the Notes is accelerated (b) Subject to clause (c) belowincluding, but not limited to, upon receipt the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by any Loan Party operation of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timelaw)), the Borrower Issuer shall within one Business Day after such receipt prepay the Loans (or provide cash collateral immediately pay to Purchasers, payable to each Purchaser in respect of Letters of Credit as set forth in clause (d) below) in accordance with its respective Pro Rata Share, an amount equal to 100% the sum of: (i) the outstanding principal amount of such Net Cash Proceeds as set forth in clause the Notes, plus (dii) belowaccrued and unpaid interest thereon through the prepayment date, plus (iii) all other Obligations that are due and payable, including Purchasers’ Expenses and interest at the Default Rate, if applicable, with respect to any past due amounts. (cii) Notwithstanding clause (b) aboveIf on any date Issuer or any Subsidiary shall receive Net Proceeds from any Asset Sale, as long as no Event of Default Issuer shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 one hundred percent (in the aggregate since the Closing Date100%) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by Proceeds, to prepay the Notes; provided that, (1) Issuer may deliver a Loan Party and, pending application Reinvestment Notice with respect to the percentage of such proceedsNet Proceeds in the Issuer Retention column below, the Borrower has either (i) paid and shall apply an amount equal to the percentage of such Net Cash Proceeds in the Note Repayment column below, to prepay the Administrative Agent to be held by Notes: First $10.0 25.0 % 75.0 % Next $10.0 35.0 % 65.0 % Next $10.0 45.0 % 45.0 % Any remaining proceeds thereafter 50.0 % 50.0 % and (2) notwithstanding the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied foregoing, on each Reinvestment Prepayment Date, Issuer shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to prepay the Notes (together with any applicable premium). All Net Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment or reinvestment in accordance with the terms of this Section 2.2(c). Amounts to be applied in connection with prepayments made pursuant to this Section 2.2(c)(ii) shall be payable to each Purchaser in accordance with its respective Pro Rata Share; provided that any Purchaser may decline any such Net Cash Proceeds prepayment (collectively, the “Declined Amount”), in repayment which case the Declined Amount shall be retained by Issuer. Each prepayment of the Revolving Loans and Notes under this Section 2.2(c)(ii) shall be accompanied by accrued interest to the Administrative Agent date of such prepayment on the amount prepaid. Issuer shall have established an Availability Reserve deliver to each Purchaser notice of each prepayment of Notes in whole or in part pursuant to this Section 2.2(c)(ii) not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such repaymentprepayment, which reserve and (iii) the option of each Purchaser to (x) decline its share of such prepayment or (y) accept Declined Amounts. Any Purchaser that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier notify Issuer not later than three (3) Business Days prior to the extent that Revolving Loans up to Mandatory Prepayment Date. Issuer shall not, and shall not permit any of the amount of such Subsidiaries to, use any Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent received from any asset subject to such Asset Sale or Property Loss Event constituted Collateral, to repay any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsJunior Indebtedness. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (i) Immediately upon the receipt by Borrower or any of its Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) [Intentionally Omitted]. ), (b) Subject to clause ), (c), or (d) belowof the definition of Permitted Dispositions), upon receipt by any Loan Party Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds (but only if at including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the time costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, (C) the monies are held in a cash collateral 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 after the initial receipt of such monies, Borrower and its Subsidiaries shall have the Available Credit is less than 25% option to apply such monies to the costs of replacement of the Aggregate Borrowing Limit at property or assets that are the subject of such timesale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d). Nothing contained in this Section 2.4(c)(i) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of any Extraordinary Receipts, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral outstanding principal amount of the Obligations in respect of Letters of Credit as set forth in clause (d) belowaccordance with Section 2.4(d) in an amount equal to 100% of such Net Cash Proceeds as set forth Extraordinary Receipts, net of any reasonable expenses incurred in clause (d) belowcollecting such Extraordinary Receipts. (ciii) Notwithstanding clause Immediately upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1(a), (b), (c), (d), (e), (f), (g) aboveor (h)), as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do received by such Person in connection with such issuance or incurrence. The provisions of this Section 2.4(c)(iii) shall not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed be deemed to be usedimplied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (iv) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 Within 10 days of delivery to Agent and the receipt Lenders of audited annual financial statements pursuant to Section 5.3, commencing with the delivery to Agent and the Lenders of the financial statements for Borrower’s fiscal year ended December 31, 2008 or, if such Net Cash Proceeds by a Loan Party andfinancial statements are not delivered to Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.3, pending application 10 days after the date such statements are required to be delivered to Agent and the Lenders pursuant to Section 5.3, Borrower shall prepay the outstanding principal amount of such proceeds, the Borrower has either (iObligations in accordance with Section 2.4(d) paid in an amount equal to 50% of the Excess Cash Flow of Borrower and its Subsidiaries for such Net Cash Proceeds fiscal year; provided that (A) if the Leverage Ratio as of the end of the fiscal year ending December 31, 2008 is less than 1.25:1.00, the foregoing percentage shall be reduced to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal 25% with respect to such Net Cash Proceeds in repayment year and (B) if the Leverage Ratio as of the Revolving Loans and end of any subsequent fiscal year is less than 1.00 to 1.00, the Administrative Agent foregoing percentage shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable be reduced to 25% with respect to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationssubsequent year. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]The Borrower shall make a prepayment of the Loans, on the relevant Mandatory Prepayment Date, as set forth below in an amount equal to: (i) 100% of the amount of (A) Subsidiary Disposition Proceeds, (B) Subsidiary Incremental Indebtedness Proceeds and (C) Subsidiary Incremental Equity Proceeds received by the Borrower as a result of the related BV Holdings Corporate Action (in each case plus an amount equal to the Applicable Distribution Taxes); (ii) 100% of the amount of BV Holdings Disposition Proceeds; (iii) 100% of the Net After-Tax Cash Proceeds received by the Borrower for the Equity Issuance by the Borrower to any Person permitted hereunder; (iv) 100% of the Net After-Tax Cash Proceeds received by the Borrower for the Debt Incurrence by the Borrower to any Person permitted hereunder; (v) 100% of an amount equal to the Net After-Tax Cash Proceeds (A) in excess of $200,000,000 in the aggregate received by or Available to be received by EME from any Disposition of assets of EME or any of its Subsidiaries (or such Subsidiary's share of proceeds from the Disposition of an asset of a Joint Enterprise in which such Subsidiary has an interest) (other than assets held by (1) the Borrower or any of its Subsidiaries (or related assets thereof), (2) any Primary Guarantor or any of its Subsidiaries (or related assets thereof) or (3) any Secondary Guarantor or any of its Subsidiaries (or related assets thereof), the Secondary Guarantee of which was released during the occurrence and continuation of a Default (other than an Affirmative Covenant Default)), (B) received by or Available to be received by EME from any Disposition of (1) any Primary Guarantor or any of its Subsidiaries (or related assets thereof) or (2) any Secondary Guarantor or any of its Subsidiaries (or related assets thereof), the Secondary Guarantee of which was released during the occurrence and continuation of a Default (other than an Affirmative Covenant Default) and (C) except as provided in Section 7.5, received by Mission Energy Wales from any Disposition of Mission Hydro Partnership or its Subsidiaries (or related assets thereof); (vi) 100% of an amount equal to the Net After-Tax Cash Proceeds of any Disposition of the EcoEléctrica/Del Cielo Note received by EME or any of its Subsidiaries; (vii) 100% of an amount equal to the amount received by the Shareholder Guarantor directly or indirectly in respect of a Disposition with respect to which the Borrower receives Subsidiary Disposition Proceeds; (viii) 100% of an amount equal to the Net After-Tax Cash Proceeds received by or Available to be received by EME from (A) the issuance or incurrence of Incremental Indebtedness by EME or (B) the issuance or incurrence of Incremental Indebtedness by any of EME's Subsidiaries (other than BV or any of its Subsidiaries); and (ix) 100% of an amount equal to the Net After-Tax Cash Proceeds received by or Available to be received by EME for equity issuances by EME or any of its Subsidiaries (other than BV or any of its Subsidiaries) to any Person (in the case of any such Subsidiary, other than EME or a wholly-owned Subsidiary of EME); provided, that the foregoing shall not apply to Subsidiary Disposition Proceeds and BV Holdings Disposition Proceeds received by the Borrower which after taking into account the amount of Applicable Distribution Taxes and the amount of Subsidiary Disposition Proceeds not distributed to the Borrower as contemplated below would equal up to $50,000,000 in the aggregate. Mandatory prepayments pursuant to clauses (i) through (iv) above shall be made on or prior to the date two Business Days after receipt by the Borrower of the amount to be prepaid and mandatory prepayments pursuant to clause (v) through (ix) above shall be made on or prior to the date three Business Days after occurrence of the related mandatory prepayment event (any such day, a "Mandatory Prepayment Date"). For the purposes of clauses (a)(i)(B), (a)(iv) and (a)(viii) of this Section 3.1.2, an exchange offer by any Person pursuant to which Indebtedness of such Person will be exchanged for Indebtedness of another Person shall be deemed to result in cash proceeds equal to the principal amount of such exchange. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% The Borrower shall make a prepayment of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an full amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either outstanding Loans at any time (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by Borrower does not directly own 99.99% of all of the Administrative Agent ownership interests in a Cash Collateral Account designated by the Administrative Agent BV or (ii) applied an amount equal to such Net Cash Proceeds in repayment EME does not directly own 100% of all of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve ownership interests in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsBorrower. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omittedreserved]. (b) Subject to clause (c) below, upon receipt If any Indebtedness shall be incurred by any Loan Party of Net Cash Proceeds Group Member (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeexcluding any Indebtedness incurred in accordance with Section 7.2), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in clause Section 2.12(e). Contemporaneously with the prepayment of the Term Loans pursuant to this Section 2.12(b) prior to the first anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent (dfor the ratable benefit of the Lenders), a prepayment fee equal to 1.00% of the aggregate amount of the Term Loans so prepaid. Any such Term Loan prepayment fee shall be fully earned on the date paid and shall not be refundable for any reason; provided that in the event that (i) belowsuch prepayment occurs as a result of a Refinancing and (ii) SVB acts as the sole and exclusive administrative agent and collateral agent for such Refinancing, then any Lender participating in such Refinancing shall not be entitled to any portion of the prepayment premium, and the amount of the total prepayment premium shall be reduced accordingly. (c) Notwithstanding clause (b) above, as long as no Event of Default If on any date any Group Member shall have occurred or be continuing on the date receive Net Cash Proceeds are received by from any Loan PartyAsset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the Borrower shall not be required to so apply prepayment of the Loans and other amounts as set forth in Section 2.12(e); provided that on each Reinvestment Prepayment Date, an amount equal to Net Cash Proceeds arising from a the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) [reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied first to the prepayment of installments due in respect of the Term Loans on a pro rata basis and in accordance with Sections 2.3 and 2.18(b) and second to repay outstanding Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments) (provided that any Term Lender may decline any such prepayment (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”)), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts; and second, to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldany residual, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party andif no Term Loans remain outstanding, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.18(c) (with no corresponding permanent reduction in the Revolving Commitments). Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than three (3) Business Days prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.12, (i) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least ten (10) days’ prior written notice of such prepayment (and the Administrative Agent shall have established an Availability Reserve in promptly provide the same to each Lender). Each notice of prepayment shall specify the prepayment and the principal amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable each Loan (or portion thereof) to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (dg) Subject No prepayment fee shall be payable in respect of any mandatory prepayments made pursuant to the provisions of clause (c) above and Sectionthis Section 2.12, other than pursuant to Section 2.12(b).

Mandatory Prepayments. (a) [Intentionally Omitted]If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt then outstanding. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in from any Debt Incurrence Prepayment Event then an amount equal to 100% of such Net Cash Proceeds as set forth shall be applied toward the prepayment of the Term Loans in clause (d) belowthe manner specified in Section 2.9(c). (c) Notwithstanding clause (b) above, as long as no Event The application of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be amounts required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event prepayment of Term Loans pursuant to Section 2.9(a) shall be made on a pro rata basis to each Class of Term Loans then outstanding (except to the extent that all Net Cash Proceeds from all Reinvestment Events do any Incremental Activation Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term Loans shall participate on a lesser basis or not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed participate at all). The application of any amounts required to be usedapplied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (by notice to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldAdministrative Agent), damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal on a pro rata basis to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class selected by the Borrower. Amounts required to be applied an amount equal to the prepayment of Term Loans of any Class shall be applied first, to ABR Loans of such Net Cash Proceeds in repayment Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Revolving Term Loans and under this Section 2.9 shall be accompanied by accrued interest to the Administrative Agent shall have established an Availability Reserve in date of such prepayment on the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (bi) Subject to clause (c) the proviso below, upon receipt by any Loan Party of and except to the extent such Net Cash Proceeds (but only if at have been used to prepay the time obligations under the Parent Credit Agreement, upon the occurrence of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)any Casualty Event, the Borrower shall within one Business Day after such receipt prepay make a mandatory prepayment of the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of such the Net Cash Proceeds received by the Borrower or any other Obligor as set forth in clause a result of such Casualty Event up to the principal amount outstanding of the Term Loan, and (dy) below. (c) Notwithstanding clause (b) above, as any accrued but unpaid interest on such principal amount of the Term Loan being prepaid; provided that so long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after at the provisions time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of 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, 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 occurrence of such Casualty Event, the Borrower shall make a mandatory prepayment of the 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 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 (including, but not limited to, any accrued but uncapitalized PIK Interest on the First Amendment Term Loan and the Second Amendment Term Loan) on such principal amount of the Term Loan being prepaid, provided, 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 the Lenders, has been granted a security interest under the Security Documents. (ii) Upon the disposition and sale of the Tucson Real Estate in accordance with Section 8.23, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations as of such date and (ii) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower 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), Parent 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 (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsb)(iii). (div) Subject Upon the sale of the North Carolina Business in accordance with Section 8.27, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the provisions lesser of (i) the entire outstanding Obligations as of such date and (ii) one hundred percent (100%) of the Net Cash Proceeds received by any Obligor in connection with such sale, to be applied first, to payment of the “Obligations” (as defined in the Parent Credit Agreement) and second, pursuant to Section 3.03(d) below. Notwithstanding the forgoing, to the extent the “Obligations” (as defined in the Parent Credit Agreement) have been satisfied in full, the Obligors may retain up to $5,450,000 of Net Cash Proceeds received on the closing date of the sale of the North Carolina Business, provided that such funds are (A) held in a Controlled Account, (B) used to pay employee retention bonuses in an amount not to exceed $450,000, and (C) except as set forth in clause (cB), used solely for working capital purposes. (v) above Upon the receipt by any Obligor of any NC Earnout or any NC Escrow Release, the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount equal to the lesser of (i) the entire outstanding Obligations as of such date and Section(ii) one hundred percent (100%) of the Net Cash Proceeds received by such Obligor to be applied pursuant to Section 3.03(d) below.

Mandatory Prepayments. (a) [Intentionally Omitted]Within 10 Business Days after the consummation of any sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for such sale or other disposition, together with the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall deliver an Officer’s Certificate to the Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from such sales or other dispositions during such period). Unless within 5 Business Days after receipt of such Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower of the Required Lenders’ election to forego prepayment, then on the date that is 7 Business Days after the date on which the Borrower shall have delivered such Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Loans in an amount equal to the Ratable Share of the amount of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the principal amount so prepaid. Notwithstanding the foregoing, (i) up to 100% of the Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the provisions of the first two sentences of this clause (a). (b) Subject Any prepayments made by the Borrower pursuant to clause Section 2.12(a) above shall be applied by the Administrative Agent as follows: first to repay Term Loans on a pro rata basis as to each of Term Loan A, Term Loan A-1 and, unless otherwise provided in the Incremental Facility Amendment applicable to the related Incremental Term Loan, each Incremental Term Loan (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at with the time application of such receipt prepayment to be, as to each of Term Loan A, Term Loan A-1 and Incremental Term Loan, to the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral remaining scheduled principal installments owing in respect of Letters such Term Loan under Section 2.9(c) (or, in the case of Credit Incremental Term Loans, as set forth in the Incremental Facility Amendment applicable to the related Incremental Term Loan) on a pro rata basis (including the final installment due and payable on each such Term Loan)), second, to repay outstanding Swingline Loans and third to repay outstanding Revolving Loans. All prepayments in respect of Revolving Loans required under clause (db) below) shall be accompanied by a concurrent, automatic, irrevocable reduction and partial termination of the Revolving Commitments in an amount equal to 100% of such Net Cash Proceeds as set forth required prepayment, with such reduction and partial termination allocated ratably among the Lenders in clause (d) belowproportion to their respective Pro Rata Share. (c) Notwithstanding clause If at any time the Revolving Credit Exposure of all Lenders exceeds the lesser of (bi) abovethe Aggregate Revolving Commitment and (ii) the Borrowing Base, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Partyin each case, then in effect, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (immediately repay Revolving Loans in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds excess (or, if such excess exceeds $10,000,000, the Ratable Share of such excess), together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment shall be applied first to the Administrative Agent Base Rate Loans to be held the full extent thereof, and next to Eurodollar Loans to the full extent thereof. If such excess (or if the excess is greater than $10,000,000, the Ratable Share of such excess) is greater than the outstanding principal amount of the Revolving Loans, the Borrower shall Cash Collateralize its reimbursement obligations with respect to the Letters of Credit by the Administrative Agent depositing cash collateral in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment excess (or, if the excess is greater than $10,000,000, the Ratable Share of the Revolving Loans remaining excess) plus any accrued and unpaid fees thereon into a special collateral account pursuant to arrangements satisfactory to the Administrative Agent shall have established an Availability Reserve (the “LC Collateral Account”) at the Payment Office, in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor name of the Collateral Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Secured PartiesLenders and in which the Borrower shall have no interest other than as set forth in Section 8.2. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuing Bank, a Lien in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of SunTrust Bank having a maturity not exceeding 30 days. The LC Collateral Account shall be administered in accordance with Section 2.22(g) hereof. If, after the date that the Borrower Cash Collateralizes its reimbursement obligations pursuant to this Section, (x) the Revolving Credit Exposure of all Lenders is less than the lesser of the (i) Aggregate Revolving Commitment and (ii) the Borrowing Base, in each case, having the priority described then in Section 4.20 effect, for a period of this Agreement at least ten (10) consecutive Business Days, and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (vy) of the definition thereof); provided further, however, in the event an no Default or Event of Default has occurred and is continuing after then exists, the provisions funds in this clause (c) become operative, the LC Collateral Account shall be released by the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsBorrower. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Subject to clauses (b) and (c) below, on each occasion that the Company or any Subsidiary receives any Net Cash Proceeds in respect of any Prepayment Event, the Company shall promptly (and in any event within five Business Days) apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans, it being agreed that to the extent no Term Loans are then outstanding at such time, to the extent any Revolving Loans are outstanding on such date, the Borrowers shall prepay Revolving Loans with such Net Cash Proceeds on such date). Each prepayment of outstanding Loans required to be made pursuant to this paragraph shall be allocated pro rata between the Term Loans (including the Other Term Loans (if any)) or if applicable, Revolving Loans and, in the case of Term Loans, applied against the remaining scheduled installments of principal due in respect of the Term Loans, including (unless otherwise specified in the applicable Incremental Assumption Agreement) the Other Term Loans (if any) as directed by the Company. (b) Subject to Notwithstanding clause (ca) belowabove, upon if (x) the Company shall deliver a certificate of an Executive Officer to the Administrative Agent at or promptly following the time of receipt by of any Loan Party of amount that would otherwise constitute Net Cash Proceeds (but only if at of an Asset Sale setting forth the time Company’s intent to reinvest such proceeds in productive assets or businesses within 365 days of receipt of such receipt proceeds (the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans “Investment Period”) and (or provide cash collateral in respect of Letters of Credit as set forth in clause (dy) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or and shall be continuing on at the date time of the delivery of such certificate, such proceeds shall not constitute Net Cash Proceeds are received by any Loan Partyexcept to the extent not so used at the end of such Investment Period (or, if the Borrower Company commits to reinvest such proceeds within such Investment Period, within 180 days of the end of such Investment Period), at which time such proceeds shall be deemed to be Net Cash Proceeds. (c) The Company shall not be required to so apply an prepay by any amount equal that would otherwise be required pursuant to clause (a) above to the extent (i) the relevant Net Cash Proceeds arising from a Reinvestment Event are generated by any Foreign Subsidiary and the repatriation to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case Company of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of any such Net Cash Proceeds by a Loan Party andwould be prohibited, pending application restricted or delayed under any applicable law or conflict with the fiduciary duties of such proceeds, Foreign Subsidiary’s directors or officers or (ii) the Borrower has either (i) paid an amount equal to relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation of such Net Cash Proceeds to the Administrative Agent to be held Company would result in adverse tax consequences as reasonably determined by the Administrative Agent Company; provided that upon the Company obtaining knowledge that such circumstance in a Cash Collateral Account designated by the Administrative Agent or clause (i) and/or clause (ii) applied an amount equal ), as applicable, ceases to apply, such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, deemed received for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions purposes of clause (ca) above and Sectionany prepayment or reduction requirements applicable thereto.

Mandatory Prepayments. (ai) [Intentionally Omitted]No later than the fifth Business Day following the receipt of Net Proceeds of Property-Level Subsidiary Refinancing Indebtedness, the Borrowers shall apply an amount equal to the Required Percentage of such Net Proceeds received with respect thereto (the “Subject Refinancing Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) the Parent, BPR or any of their respective Subsidiaries in their sole discretion may, in lieu of making a prepayment pursuant to this Section 2.11(b)(i), use the Subject Refinancing Proceeds within 180 days following receipt thereof to (I) make Capital Expenditures reasonably expected by the Borrower Representative to be made during such period or (II) make Restricted Payments reasonably expected by the Borrower Representative to be made during such period in order to maintain the REIT status of any Loan Party (provided that to the extent such Capital Expenditures or Restricted Payments, as applicable, are not made within such 180 day period, the Subject Loans shall be repaid with any such remaining excess amount of Subject Refinancing Proceeds at the Required Percentage then required for such prepayment within 5 Business Days after the end of such 180 day period) and (B) notwithstanding anything to the contrary contained in this Section 2.11(b)(i), in the case of Subject Refinancing Proceeds received by any non-Wholly Owned Subsidiary of the Parent or BPR, only that portion of such Subject Refinancing Proceeds that are allocable (based on economic share and not necessarily percentage ownership) to the Parent or BPR shall be subject to prepayment in accordance with this Section 2.11(b)(i). (bii) Subject to clause (c) below, upon No later than the fifth Business Day following the receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, the Borrowers shall apply an amount equal to the Required Percentage of Credit the Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto in excess of the thresholds set forth in clause (dC) belowof this clause (ii) (and only such excess amount shall be subject to prepayment) (collectively, the “Subject Disposition Proceeds”) to prepay the outstanding principal amount of Subject Loans; provided that (A) if prior to the date any such prepayment is required to be made, the Borrower Representative notifies the Administrative Agent of its intention to reinvest the Subject Disposition Proceeds in assets used or useful in the business (other than Cash or Cash Equivalents) of the Parent, BPR or any of their respective Subsidiaries, then so long as no Event of Default then exists, the Borrowers shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Disposition Proceeds to the extent (x) the Subject Disposition Proceeds are so reinvested within 180 days following receipt thereof, or (y) the Parent, BPR or any of their respective Subsidiaries has committed to so reinvest the Subject Disposition Proceeds during such 180-day period and the Subject Disposition Proceeds are so reinvested within 180 days after the expiration of such 180-day period; it being understood that if the Subject Disposition Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrowers shall promptly prepay the Subject Loans with the amount of Subject Disposition Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso), (B) if, at the time that any such prepayment would be required hereunder, the Parent, BPR or any of their respective Subsidiaries is required to repay or repurchase any other Indebtedness (or offer to repay or repurchase such Indebtedness) that is secured on a pari passu basis with any Secured Obligation pursuant to the terms of the documentation governing such Indebtedness with the Subject Disposition Proceeds (such Indebtedness required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Disposition Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the repurchase or repayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that (1) the portion of the Subject Disposition Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Disposition Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Disposition Proceeds shall be allocated to the Subject Loans in accordance with the terms hereof), and the amount of the prepayment of the Subject Loans that would have otherwise been required pursuant to this Section 2.11(b)(ii) shall be reduced accordingly and (2) to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within ten Business Days after the date of notice of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof (without giving effect to this proviso), (C) the obligation to make a prepayment under this Section 2.11(b)(ii) shall only apply if and to the extent (1) the aggregate amount of (x) Net Proceeds resulting from any individual Prepayment Asset Sale, together with any Prepayment Asset Sales which are in connection with the same transaction or related series of transactions and (y) Net Insurance/Condemnation Proceeds, in each case received by the Parent, BPR and/or any of their respective Subsidiaries exceeds $25,000,000 and (2) the aggregate amount of such Net Proceeds described in clause (1)(x) above resulting from Prepayment Asset Sales or such Net Insurance/Condemnation Proceeds described in clause (1)(y) above, as applicable, received by the Parent, BPR or any of their respective Subsidiaries in any Fiscal Year exceeds $150,000,000 and (D) notwithstanding anything to the contrary contained in this Section 2.11(b)(ii), in the case of Net Proceeds or Net Insurance/Condemnation Proceeds received by any non-Wholly Owned Subsidiary (direct or indirect) of the Parent or BPR, only that portion of such proceeds that are allocable (based on economic share and not necessarily percentage ownership) to the Parent or BPR shall be subject to prepayment in accordance with this Section 2.11(b)(ii) and shall be applied towards the thresholds set forth in clause (C) above. (iii) In the event that any Borrower receives Net Proceeds from the issuance or incurrence of Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans pursuant to Section 6.08(c) or Replacement Term Loans incurred to refinance all or any portion of the Term Loans in accordance with the requirements of Section 9.02(c), the Borrowers shall, substantially simultaneously with (and in any event not later than the next succeeding Business Day) the receipt of such Net Proceeds by the relevant Borrower, apply an amount equal to 100% of such Net Cash Proceeds as set forth to prepay the outstanding principal amount of the relevant Term Loans in accordance with clause (dvi) below. (civ) The Borrowers shall promptly (and in any event within five Business Days) prepay the Revolving Loans at any time when the aggregate principal amount of all Initial Revolving Loans, all LC Exposure and all Swingline Exposure exceeds the Initial Revolving Credit Commitment in effect at such time, to the full extent of any such excess. (v) Notwithstanding clause anything in this Section 2.11(b) to the contrary: (bA) above, as long as no Event of Default the Borrowers shall have occurred not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.11(b)(i) or be continuing on (ii) above to the date Net Cash extent that the relevant Subject Proceeds are received by any Loan PartyForeign Subsidiary, as the case may be, for so long as the repatriation to the Borrowers of any such amount would be prohibited under any Requirements of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be 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 (BPR hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by Requirements of Law to permit such repatriation); it being understood and agreed that if the repatriation of the relevant affected Subject Proceeds is permitted under Requirements of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the event giving rise to the relevant Subject Proceeds (for purposes of this paragraph, the Borrower “365-Day Period”), the relevant Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds and the repatriated Subject Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (v)), (B) the Borrowers shall not be required to so apply an prepay any amount equal that would otherwise be required to Net Cash Proceeds arising from a Reinvestment Event be paid pursuant to Sections 2.11(b)(i) or (ii) to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash relevant Subject Proceeds are used as set forth received in the Reinvestment Notice with respect thereto; provided, however, that to the extent of any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured PartiesJoint Venture, in each case, having for so long as the priority described distribution to the Borrowers of such Subject Proceeds would be prohibited under the organizational documents governing such Joint Venture; it being understood and agreed that if the relevant prohibition ceases to exist within the 365-day period following the event giving rise to the relevant Subject Proceeds, the relevant Joint Venture will promptly distribute the relevant Subject Proceeds and the distributed Subject Proceeds will be promptly (and in any event not later than two Business Days after such distribution) applied to the repayment of the Term Loans pursuant to this Section 4.20 2.11(b) to the extent required herein (without regard to this clause (iv)), and (C) if the Borrower Representative determines in good faith that the repatriation to the Borrowers as a distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Sections 2.11(b)(i) or (ii) above that are attributable to any Foreign Subsidiary would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount that the Borrowers shall be required to mandatorily prepay pursuant to Sections 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence within the 365-day period following the event giving rise to the relevant Subject Proceeds (for purposes of this Agreement paragraph, the “365-Day Period”), an amount equal to the Relevant Amount (reduced by any relevant Taxes) and, to the extent available and not previously applied to the Collateral Documents repayment of the Term Loans pursuant to this clause (butC), shall be promptly applied to the repayment of the Term Loans pursuant to Section 2.11(b) as otherwise required above. (vi) Any Term Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Term Loans required to be made by any Borrower pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall first be applied to any other Class of Term Loans required to be prepaid hereunder and, then, the remaining amount thereof may be retained by the relevant Borrower. For the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Term Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans. (vii) Except as otherwise provided in any Refinancing Amendment or any Extension Amendment, and subject to the last sentence of this Section 2.11(b)(vii), each prepayment of Term Loans pursuant to this Section 2.11(b) shall be applied first to the Term A-1 Facility until the Term Loans thereunder are repaid in full, second to the Term A-2 Facility until the Term Loans thereunder are repaid in full, third to the Term B Facility until the Term Loans thereunder are repaid in full and, thereafter, ratably to any other Class of Term Loans then outstanding (provided that any prepayment of Term Loans with the Net Proceeds of any Refinancing Indebtedness and/or any Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the applicable Class of Term Loans being refinanced or replaced). With respect to each Class of Term Loans, all prepayments accepted under this Section 2.11(b) shall be applied against the remaining scheduled installments of principal due in respect of such Class of Term Loans as directed by the relevant Borrower (or, in the absence of direction from the relevant Borrower, to the remaining scheduled amortization payments in respect of such Class of Term Loans in direct order of maturity), and each such prepayment shall be paid to the Term Lenders of such Class in accordance with their respective Applicable Percentages of the applicable Class. The amount of such mandatory prepayments shall be, subject to the foregoing order, applied first to the then outstanding Term Loans that are ABR Loans and then to the then outstanding Term Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the relevant Borrower pursuant to Section 2.16. (viii) Prepayments made under this Section 2.11(b) shall be (A) accompanied by accrued interest as required by Section 2.13, (B) subject to Section 2.16 and (C) in the case of a Permitted Acquisition, only to the extent required by prepayments of Initial Term Loans under clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (ciii) above and Sectionas part of a Repricing Transaction, subject to Section 2.12(f), but shall otherwise be without premium or penalty.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)from any Asset Sale or Recovery Event then, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in with respect of Letters of Credit as set forth in clause (d) below) in to an amount equal to 10075% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, “Allocated Proceeds”; provided that the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from or such Subsidiary may instead deem a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt portion of such Net Cash Proceeds by a Loan Party andequal to the first 75% of the Total Net Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, pending application when and as received, to be the Allocated Proceeds of such proceedsAsset Sale or Recovery Event), the Borrower has either (i) paid if such Allocated Proceeds are not Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to such Net Cash Proceeds to the Administrative Agent to relevant Reinvestment Prepayment Amount shall be held by applied toward the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment prepayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsTerm Loans. (db) Subject The application of any prepayment pursuant to this Section 2.9 shall be made first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.9 shall be accompanied by accrued interest to the provisions date of clause (c) above and Sectionsuch prepayment on the amount prepaid.

Mandatory Prepayments. (a) [Intentionally Omitted]If any Capital Stock shall be issued by the Borrower or any of its Restricted Subsidiaries (other than in the case of any Restricted Subsidiary, an issuance to the Borrower or any other Restricted Subsidiary), (i) if the Borrower’s Consolidated Senior Leverage ratio is equal to or greater than 1.50 to 1.00 on the date of such issuance, 100% of the Net Cash Proceeds of such issuance shall be applied on the date of such issuance to the prepayment of the Loans, and (ii) if the Borrower’s Consolidated Senior Leverage Ratio is less than 1.50 to 1.00 on the date of such issuance, 50% of the Net Cash Proceeds of such issuance shall be applied on the date of such issuance to the prepayment of the Loans. (b) Subject to clause (c) below, upon receipt by If on any Loan Party date the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds (but only if at the time from any Asset Sale or Recovery Event then, within 180 days of such date of receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Net Cash Proceeds, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause shall be applied at the Borrower’s option to any one or more of the following: (di) belowthe prepayment of the Loans, or (ii) to purchase assets or property constituting Collateral. The provisions of this Section 2.06(b) do not constitute a consent to an Asset Sale not otherwise permitted under this Agreement. (c) Notwithstanding clause (b) above, as long as no Event of Default In the event that any Loan Party shall have occurred or be continuing on the date receive Net Cash Proceeds are received by from the issuance, incurrence or placement of Indebtedness of any Loan Party, the Borrower shall not be required to so on such date, apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt 100% of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepay outstanding Loans. (d) Subject All prepayments of Loans made pursuant to this Section 2.06 shall be accompanied by payment of the Applicable Prepayment Premium and all accrued interest on such Loans. (e) Prior to the provisions date that is 181 days after the Closing Date, each Lender shall have ten days to accept or reject its pro rata share of clause (c) above any mandatory prepayments described in this Section 2.06. In the event any Lender does not accept its pro rata share within such ten day period, the amounts so rejected shall be offered to each non-rejecting Lender thereunder. Any mandatory prepayments remaining after being reoffered to such non-rejecting Lenders shall be returned by the Administrative Agent to the Borrower and Sectionused for general working capital purposes, including voluntary prepayments of the Loans.

Mandatory Prepayments. (a) [Intentionally Omitted].During any Dominion Trigger Period, all funds deposited into any Dominion Account shall automatically be dispersed to repay the outstanding Revolving Loans (for the avoidance of doubt, it being understood and agreed that, after such repayment and subject to the Availability Block and the other terms herein, Borrowers may reborrow hereunder in accordance with the terms herein); (b) Subject Concurrently with the receipt by any Borrower of any net cash proceeds from any Asset Disposition of any Collateral (other than with respect to clause a Permitted Asset Disposition), in an amount equal to 100% of such Asset Disposition; (c) below, upon Concurrently with the receipt by of any Loan Party proceeds of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral insurance paid in respect of Letters of Credit as set forth any Collateral, Borrowers shall prepay Revolver Loans in clause an amount equal to such proceeds, subject to Section 8.6.2; (d) belowConcurrently with the receipt of any net cash proceeds from the issuance of any Debt of any Borrower (excluding Debt permitted by Section 10.2.1) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause net cash proceeds to the extent not used for Acquisitions by a Borrower within one hundred eighty (d180) belowdays thereafter. (ce) Notwithstanding clause Concurrently with any issuance of Equity Interests by a Borrower (bexcluding any issuance of Equity Interests (v) abovein defeasance and satisfaction of the 2009 Convertible Notes; (w) in connection with a Permitted Acquisition; (x) pursuant to any employee or director option program, as long as no Event benefit plan or compensation program; (y) by a Subsidiary to Titan International or another Subsidiary to Titan International or another Subsidiary or (z) if waived by the Required Lenders, in connection with a Change of Default Control of any Borrower), Borrowers shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply prepay Revolver Loans in an amount equal to Net Cash Proceeds arising from a Reinvestment Event the net proceeds of such issuance (except to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (such proceeds are intended to be, and in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldfact are, damaged or taken property reinvested within 180 days from such date of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereofissuance); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (df) Subject Immediately upon the occurrence of a No Draw Period, Borrowers shall prepay in full the Revolver Loans (not including any outstanding Letters of Credit so long as Borrowers are in compliance with the LC Conditions at such time (other than with respect to the provisions of clause (c) above and Sectioncompliance with Section 6.2(a))).

Mandatory Prepayments. (a) [Intentionally Omitted]If Indebtedness shall be issued or incurred by any Loan Party (i) not permitted to be incurred or issued pursuant to Section 7.2 or (ii) that is intended to constitute Credit Agreement Refinancing Indebtedness in respect of the Term Loans, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied as soon as practicable but in any event within five (5) Business Days after such issuance or incurrence toward the prepayment of the Term Loans on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment, or as to a Replacement Tranche B Term Loan) as set forth in Section 2.11(d); provided, that all prepayments under this Section 2.11(a) shall be accompanied by the Repricing Premium, if applicable. (b) Subject to clause (ce) below, upon receipt by if on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied as soon as practicable but in any event within ten (10) days after the date of receipt thereof toward the prepayment of the Tranche B Term Loans as set forth in Section 2.11(d) on a pro rata basis (except, as to Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment, or as to a Replacement Tranche B Term Loan); 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 Tranche B Term Loans as set forth in Section 2.11(d); provided, further, that with respect to any prepayment event referenced in this paragraph (b), (i) the Borrower shall not be obligated to make any prepayment otherwise required by this paragraph (b) unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sale and Recovery Events, after giving effect to the reinvestment rights set forth herein, exceeds $5,000,000 (but only if at the time of such receipt the Available Credit is less than 25% “Prepayment Trigger”) in any fiscal year of the Aggregate Borrowing Limit at Borrower, but then from all such time), Net Cash Proceeds (excluding amounts below the Prepayment Trigger) and (ii) the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% may use a portion of such Net Cash Proceeds as set forth in clause to prepay or repurchase First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (dthe “Other Applicable Indebtedness”) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the aggregate since the Closing Date) and are actually used (or have been contractually committed amount of prepayment required to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal made with respect to such Net Cash Proceeds pursuant to the Administrative Agent this Section 2.11(b) shall be deemed to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment the product of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to (x) the amount of such Net Cash Proceeds are multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (b) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph. (c) Subject to clause (e) below, if, for any fiscal year of the Borrower commencing with the fiscal year ending September 30, 2015, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow less (ii) the aggregate principal amount of all prepayments of Revolving Loans and Swingline Loans made during such fiscal year to the extent accompanying permitted optional reductions of the Revolving Commitments and the aggregate amount of cash used for all optional prepayments of Term Loans made during such fiscal year, toward the prepayment of the Term Loans as set forth in Section 2.11(d) on a pro rata basis (except, as to term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Incremental Facility Amendment or a Refinancing Amendment, or as to a Replacement Tranche B Term Loan\). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (5) Business Days after the Reinvestment Notice earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect theretoto which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) The application of any prepayment of Tranche B Term Loans pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans; providedprovided that, howeverif such application would be inconsistent with Section 2.17(b), that then Section 2.17(b) shall apply. Each prepayment of Tranche B Term Loans under this Section 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and by any amounts payable pursuant to Section 2.20. (e) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any asset subject to such Asset Sale of or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with all the Net Cash Proceeds shall, upon acquisition thereof of any Disposition by a Warnaco EntityForeign Subsidiary or Domestic Foreign Holding Company giving rise to a prepayment pursuant to Section 2.11(b) (a “Foreign Disposition”), the Net Cash Proceeds of any such prepayment event pursuant to Section 2.11(b) from a Foreign Subsidiary (a “Foreign Prepayment Event”), or Excess Cash Flow would be (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational or constitutive documents or any agreement or (z) subject to other onerous organizational or administrative impediments, from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans as provided in Section 2.11(b) or (c), as the case may be, and instead, such amounts may be retained by the applicable Foreign Subsidiary or Domestic Foreign Holding Company (the Borrower hereby agrees to use commercially reasonable efforts (as determined in the Borrower’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational or constitutive impediment or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required, such repatriation of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable law, applicable organizational or constitutive impediment or other impediment, such repatriation will be promptly effect and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional taxes, costs and expenses payable or reserved against as a perfected Lien in favor result thereof) (whether or not repatriation actually occurs) to the repayment of the Collateral AgentTerm Loans pursuant to this Section 2.11 to the extent provided herein and (ii) to the extent that Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition, any Foreign Prepayment Event or Excess Cash Flow would have an adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so Holdings, the Borrower, any Restricted Subsidiary or any of their respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary or Domestic Foreign Holding Company. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the benefit avoidance of doubt, constitute a Default or an Event of Default. (f) In connection with (i) any optional prepayment of borrowings hereunder, the Secured PartiesBorrower making the prepayment or (ii) any mandatory prepayment of borrowings hereunder, the Borrower making the prepayment shall, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject subject to the provisions of this paragraph and paragraph (d) of this Section, select the borrowing or borrowings to be prepaid and shall specify such selection in the notice of such prepayment. The Administrative Agent will promptly notify each Lender holding the applicable Class of Term Loans of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each such Term Loan Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clause (b) or (c) above and Sectionof this Section 2.11 by providing notice to the Administrative Agent at or prior to the time of such prepayment; provided that for the avoidance of doubt, no Lender may reject any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness. Any Declined Proceeds remaining thereafter shall be retained by the Borrower (“Retained Declined Proceeds”). (g) Notwithstanding anything herein to the contrary, the Lenders holding any Initial Term Loans shall always be entitled to pro rata payment in respect of such Initial Term Loans.

Mandatory Prepayments. (ai) [Intentionally Omitted]. Asset Dispositions (b) Subject to clause (c) below, upon receipt by other than an Event of Loss). Upon the occurrence of any Loan Party Asset Disposition other than an Event of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Loss, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect of to such Letters of Credit as set forth at such time or cash collateralize, at 100% of the face amount thereof, the Letters of Credit, in clause (d) below) accordance with Section 2.06(b)(vi), in an amount equal to 100% of any Net Proceeds within three Business Days of receipt thereof by the Borrower or any Restricted Subsidiary; provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent within three Business Days of receipt of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveProceeds), as and so long as no Event of Default shall have occurred or and be continuing on the date Net Cash Proceeds are received by any Loan Partycontinuing, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldany Restricted Subsidiary may, damaged or taken property within 180 365 days of after the receipt of such Net Cash Proceeds, use any such proceeds (A) to invest in operating assets of the Borrower and the Restricted Subsidiaries, (B) to acquire all or substantially all of the assets of, or any Equity Interests of, any Person which if it were a Restricted Subsidiary would be considered to be engaged in a Permitted Business, provided that, after giving effect to such acquisition of Equity Interests, such Person is or becomes a Restricted Subsidiary, (C) to make Capital Expenditures for the Borrower or any Restricted Subsidiary or (D) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Permitted Business of the Borrower or the Restricted Subsidiaries; provided that such Net Proceeds shall be held in a segregated bank account designated by a Loan Party andthe Collateral Agent subject to an Account Control Agreement until such time as they are used to prepay the Loans and the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such Letters of Credit at such time or cash collateralize, pending application at 100% of the face amount thereof, the Letters of Credit in accordance with Section 2.06(b)(vi) and/or are used in accordance with this Section 2.06(b)(i). In the event that any Net Proceeds are not used in accordance with this Section 2.06(b)(i) by the Borrower prior to the earlier of (A) the last day of such proceeds365 day period and (B) the date of the occurrence of a Default, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to shall immediately prepay the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the aggregate unpaid amount of all Letter of Credit Obligations owing with respect to such repaymentLetters of Credit at such time or cash collateralize, which reserve shall xxxxx at 100% of the face amount thereof, the Letters of Credit on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount last day of such Net Cash Proceeds are used period (or such earlier date, as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (vmay be) of the definition thereofin accordance with Section 2.06(b)(vi); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]If at any time Borrowing Availability is less than $7,500,000, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such deficiency. If any such deficiency remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in ANNEX B to the extent required to eliminate such excess or deficiency. Notwithstanding the foregoing, any Overadvance made pursuant to SECTION 1.1(a)(iii) shall be repaid only on demand in accordance with such Section. (bii) Subject to clause (c) below, Immediately upon receipt by Borrower or any Loan Party Secured Guarantor of Net Cash Proceeds any proceeds of any cash asset disposition (but only if at excluding proceeds of asset dispositions permitted by SECTION 6.8(a)) to the time extent the net proceeds of such receipt asset dispositions exceed $250,000 in the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)aggregate in any Fiscal Year, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Obligations in an amount equal to 100% all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such Net Cash Proceeds as set forth transaction and payable by Borrower or any Secured Guarantor in clause connection therewith (din each case, paid to non-Affiliates), (B) below. transfer taxes, (cC) Notwithstanding clause amounts payable to holders of senior Liens (bto the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) abovean appropriate reserve for income taxes payable in cash in connection therewith; PROVIDED, as long as that if Borrower or the applicable Secured Guarantor intends to reinvest all or any portion of the net proceeds of any asset disposition within 270 days thereafter in fixed assets and Borrower promptly notifies Agent of that intention in writing, and if (x) no Event of Default shall have occurred or and be continuing on at the date Net Cash Proceeds are received of such written notification, and (y) Borrower or such Secured Guarantor, as the case may be, grants a first security interest to Agent in such replacement assets when acquired, then the amount of any such mandatory prepayment shall be reduced by any Loan Partythe amount to be reinvested; PROVIDED, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event further that if and to the extent that all Net Cash Proceeds from all Reinvestment Events do Borrower or such Secured Guarantor, as the case may be, does not exceed reinvest such net proceeds within that 270-day period, Borrower shall then repay the Loans with net proceeds that have not been reinvested on the last day of such 270-day period. Any such prepayment shall be applied in accordance with SECTION 1.3(c). (iii) If Borrower or any Secured Guarantor shall suffer any Event of Loss, then such Person shall (A) promptly notify the Agent of such Event of Loss with anticipated net proceeds in excess of $50,000,000 1,000,000 (including the amount of the estimated net insurance proceeds net of amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder, if any,) or other awards payable in the aggregate since the Closing Dateconnection with such Event of Loss) and are actually used (or have been contractually committed to be usedB) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the promptly upon receipt of such Net Cash Proceeds proceeds by a Loan Party andsuch Person, pending application of such proceeds, Borrower shall prepay the Borrower has either (i) paid Obligations in an amount equal to such Net Cash Proceeds proceeds net of (x) all money actually applied (or held in reserve pending such application) to repair or reconstruct the damaged property or property affected by condemnation or taking but subject to the Administrative terms of SECTION 5.4(c) and (y) all out-of-pocket transaction costs and (z) related cash taxes. Any such prepayment shall be applied in accordance with SECTION 1.3(d). (iv) Proceeds of Keyman Life Insurance pledged to the Agent shall be immediately used to be held by prepay the Administrative Agent Obligations in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds proceeds, which shall be applied in repayment accordance with SECTION 1.3(c). (v) If Holdings or Borrower issues Stock, no later than the Business Day following the date of receipt of any cash proceeds thereof net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith, Borrower shall prepay the Revolving Loans and the Administrative Agent shall have established in an Availability Reserve in the amount equal to 50% of such repaymentnet proceeds. Any such prepayment shall be applied in accordance with SECTION 1.3(c). Notwithstanding the foregoing two sentences, which reserve shall xxxxx on Borrower need not prepay the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier Obligations in accordance with this SECTION 1.3(b)(v) in connection with (A) issuances of Stock of Holdings to the extent that Revolving Loans up (but only to the amount of such Net Cash Proceeds extent) the proceeds thereof are used as set forth to purchase, retire, redeem or otherwise acquire for value all or any portion of the Zero Coupon Debt, (B) issuances of Stock of Holdings to the existing Stockholders of Holdings or to seller(s) involved in the Reinvestment Notice with respect thereto; provideda Permitted Acquisition, however, that in each case to the extent any asset subject (but only to the extent) that such Asset Sale Stock or Property Loss Event constituted Collateral, any replacement, fixed the proceeds thereof are immediately used as a consideration for all or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor portion of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case purchase price of a Permitted Acquisition, so long as no Change of Control results after giving effect to such issuance or series of related issuances, (C) issuance of directors' qualifying shares, (D) issuances of Stock of Holdings issued to any holder of Indebtedness of Holdings or Borrower to the extent (but only to the extent) issued in connection with an issuance, refinancing or restructuring of Indebtedness permitted hereunder, so long as no Change of Control results after giving effect to such issuance or a series of related issuances, and (E) sales or issuances of common Stock to officers, directors or employees of Holdings, Borrower or any Subsidiary, as the case may be, pursuant to a management or employee benefit plan, to the extent required by clause (v) the aggregate proceeds of all common Stock so issued in excess of the definition thereof); provided further, however, redemptions of common Stock of employees shall not exceed $2,000,000 in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsany Fiscal Year. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. (b) Subject to clause (c) belowIf on any date, upon receipt by any Loan Party of Obligor shall receive Net Cash Proceeds from (but only if at the time A) any incurrence of such Indebtedness by any Obligor (other than Indebtedness permitted under Section 7.2) or (B) any sale or issuance of Capital Stock or receipt the Available Credit is less of any capital contribution by any Obligor (other than 25% of the Aggregate Borrowing Limit at such timea capital contribution made by another Obligor), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to then 100% of such Net Cash Proceeds as set forth shall be applied on such Business Day toward the prepayment of the DIP Loans in clause (d) below.accordance with Section 3.5(c); (cii) Notwithstanding clause (b) aboveIf on any date, as long as no Event of Default any Obligor shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all receive Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (any Disposition, Recovery Event or Extraordinary Receipts of or in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate respect of DIP Collateral other than DIP Collateral secured by a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldSecond Priority DIP Lien, damaged or taken property within 180 days of the receipt then 100% of such Net Cash Proceeds by a Loan Party shall be applied on the fifth (5th) Business Day after receipt toward the prepayment of the DIP Loans, in accordance with Section 3.5(c); and (iii) If on any date, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such any Obligor shall receive Net Cash Proceeds to the Administrative Agent to be held from any Disposition, Recovery Event or Extraordinary Receipts of or in respect of DIP Collateral secured by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repaymentSecond Priority DIP Lien, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount then 100% of such Net Cash Proceeds are used as set forth remaining after the satisfaction of all obligations of the Obligors secured by Prepetition Collateral Agent Liens and Collateral Agent Adequate Protection Liens shall be applied on the fifth (5th) Business Day after receipt toward the prepayment of the DIP Loans, in the Reinvestment Notice accordance with respect theretoSection 3.5(c); and provided, however, that no prepayment shall be required pursuant to this Section 3.4(b) to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with that Net Cash Proceeds shallreceived by the Obligors from all Dispositions, upon acquisition thereof by a Warnaco Entity, be subject Extraordinary Receipts and Recovery Events during the period from the Definitive Documentation Date to a perfected Lien in favor the date of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butdetermination do not exceed, in the case of a Permitted Acquisitionaggregate, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations$100,000. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If, subsequent to the Closing Date and continuing through the second anniversary of the Closing Date, Newco shall make any payment or other distribution to any stockholder in respect of Newco's Capital Stock or payment in respect of any redemption or repurchase of its Capital Stock, other than pursuant to the Merger Agreement, an amount equal to such payment shall be applied toward the prepayment of the Term Loans as set forth in Section 2.10(c). (b) Subject If, subsequent to clause the Closing Date, either Borrower or any of its Subsidiaries shall receive Net Proceeds from any Asset Sale (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less other than 25% of the Aggregate Borrowing Limit at such timein accordance with Section 6.6(b)), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds shall be promptly applied first, toward the prepayment of the Term Loans as set forth in clause (dSection 2.10(c) belowand second, to the prepayment of the Revolving Credit Loans; notwithstanding the foregoing, such Borrower shall not be required to pay any Net Proceeds to the Administrative Agent for application to the Term Loans until such time as such aggregate Net Proceeds received exceeds $1,000,000 and, upon such payment, Borrowers shall only be required to pay such Net Proceeds to the Administrative Agent at such time, and from time to time, as such aggregate Net Proceeds exceeds $1,000,000. (c) Notwithstanding clause Prepayments made pursuant to this Section 2.10 shall be applied by the Administrative Agent to the prepayment of the Term Loans (bpro rata according to the outstanding principal amounts thereof held by the respective Lenders). Prepayments of the Term Loans pursuant to this Section 2.10 shall be applied to the remaining installments of each Term Loan in the inverse order of their scheduled maturities. Amounts prepaid on account of the Term Loans may not be reborrowed. (d) aboveEach Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory prepayment pursuant to this Section 2.10 setting forth the date and amount thereof. Any prepayment of Loans pursuant to this Section 2.10 shall be applied, first, to any such Base Rate Loans then outstanding and the balance of such prepayment, if any, to any such Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at such Borrower's option be prepaid subject to the provisions of Sections 2.20 and 2.21 or the amount of such prepayment (after application to any Base Rate Loans) shall be deposited with the Administrative Agent as long as no cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred or and be continuing continuing, any remaining interest earned on the date Net Cash Proceeds are received by any Loan Party, the Borrower such cash collateral shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsBorrower. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If the Parent or any Subsidiary shall issue and sell any Capital Stock, 100% of the Net Proceeds thereof shall be promptly applied toward the prepayment of the Loans and reduction of the Commitment as set forth in Section 2.8(d). (b) Subject If, subsequent to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Closing Date, the Borrower or any of its Subsidiaries shall within one Business Day after such receipt prepay the Loans receive Net Proceeds from any Asset Sale (or provide cash collateral other than in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to accordance with Section 6.6(b)), 100% of such Net Cash Proceeds shall be promptly applied toward the prepayment of the Loans and reduction of the Commitments as set forth in clause (d) belowSection 2.8(d); provided that up to $5,000,000 of Net Proceeds from all such Asset Sales in each fiscal year need not be applied to the prepayment of the Loans and the reduction of the Commitments. (c) Notwithstanding clause The Borrower will take all steps necessary to ensure compliance with Section 2.4(a). (bd) abovePrepayments made pursuant to this Section 2.8 shall be applied by the Borrower, subject to the next succeeding sentence, to reduce permanently the Revolving Credit Commitments (pro rata according to the amounts of the Revolving Credit Commitments of the respective Lenders). Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of first, Swing Line Loans, second, Revolving Credit Loans to the extent, if any, that the sum of the aggregate outstanding principal amount of Revolving Credit Loans, Swing Line Loans and Letter of Credit Obligations exceeds the amount of the aggregate Revolving Credit Commitments as long so reduced and third, Competitive Bid Loans. (e) The Borrower shall give the Administrative Agent (which shall promptly notify each Lender) at least one Business Day's notice of each prepayment or mandatory reduction pursuant to this Section 2.8 setting forth the date and amount thereof. Any prepayment of Revolving Credit Loans pursuant to this Section 2.8 shall be applied, first, to any such Base Rate Loans then outstanding and the balance of such prepayment, if any, to any such Eurodollar Loans then outstanding; provided that prepayments of Eurodollar Loans, if not on the last day of the Interest Period with respect thereto, shall, at the Borrower's option, be prepaid subject to the provisions of Sections 2.18 and 2.19 or the amount of such prepayment (after application to any Base Rate Loans) shall be deposited with the Administrative Agent as no cash collateral for the Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied in the order of the Interest Periods next ending most closely to the date such prepayment is required to be made and on the last day of each such Interest Period. After such application, unless an Event of Default shall have occurred or and be continuing continuing, any remaining interest earned on the date Net Cash Proceeds are received by any Loan Party, the Borrower such cash collateral shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event paid to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsBorrower. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. (b) Subject to clause (c) below, Immediately upon receipt by the Borrower or any Loan Party of Net Cash Proceeds its Subsidiaries of proceeds of any sale or disposition by the Borrower or such Subsidiary of any of its assets (but only if at excluding (A) sales of inventory in the time ordinary course of business, and (B) other sales of assets (other than the sales of inventory excluded under the subsection A of this Section 2.06(b)(i)) the net proceeds of which, in the aggregate, do not exceed $10,000,000) the Borrower shall notify the Agent (which shall promptly notify the Lenders) of which assets have been sold and the aggregate net proceeds received from such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit sale or disposition. If any Loans are outstanding at such time), the Borrower shall shall, within one three Business Day after Days of Borrower's receipt of such receipt proceeds, prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such Net Cash Proceeds as set forth transaction and payable by such Borrower in clause connection therewith (d) belowin each case, paid to non-Affiliates); any such prepayment shall be applied in accordance with Section 2.06(b)(iii). (cii) Notwithstanding clause If the Borrower or any of its Subsidiaries issues any debt or equity securities (other than (i) Indebtedness permitted under Section 9.01(a), (b), (c), (f), (g) aboveand (h) or (ii) equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary), as long as then no Event of Default shall have occurred or be continuing on later than the Business Day following the date Net Cash Proceeds of receipt of the proceeds thereof, Borrower shall notify the Agent (which shall promptly notice the Lenders) in writing of the nature of such issuance and amount of the gross proceeds raised from such issuance. If any Loans are received by any Loan Partyoutstanding at such time, the Borrower shall not be required to so apply shall, no later than the third Business Day following the date of receipt of the proceeds thereof, prepay the Loans in an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) net of underwriting discounts and commissions and other reasonable costs, fees and expenses paid an amount equal to non-Affiliates in connection therewith; any such Net Cash Proceeds to the Administrative Agent to prepayment shall be held by the Administrative Agent applied in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice accordance with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof2.06(b)(iii); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (diii) Subject Any prepayments made by the Borrower pursuant to Sections 2.06(b)(i) or (iii) above shall be applied as follows: first, to Administrative Agent's fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other Fees and reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the provisions Lenders based on their respective Percentage Shares of clause (c) above such expenses; third, to interest then due and Sectionpayable on the Loans made to Borrower, pro rata to the Lenders based on their respective Percentage Shares; and fourth, to the principal balance of the Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Percentage Shares.

Mandatory Prepayments. (a) [Intentionally Omitted]Subject to Section 2.7(d), if any Capital Stock shall be issued (excluding (i) Capital Stock of Holdings issued to Persons who are Permitted Investors, provided that prior to and after giving effect to the proposed issuance, no Default or Event of Default shall have occurred and be continuing and (ii) Capital Stock issued by any Subsidiary to the Borrower or any other Subsidiary), or Indebtedness incurred, by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.2 as the same may be amended from time to time in accordance with the terms hereof), an amount equal to the Net Cash Proceeds thereof shall, unless the Required Lenders shall otherwise agree, be applied on the date of such issuance or incurrence toward the prepayment of the Loans (without any accompanying mandatory reduction of the Revolving Credit Commitments). The provisions of this Section do not constitute either (i) a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by Holdings, the Borrower or any of its Subsidiaries, in each case, which is otherwise prohibited by this Agreement, or (ii) a waiver of any resulting Default or Event of Default or a forbearance by the Lenders with respect to any such prohibited action. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeSection 2.7(d), if on any date the Borrower or any of its Subsidiaries shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all receive Net Cash Proceeds from all any Asset Sale or Recovery Event then, unless a Reinvestment Events do not exceed $50,000,000 (Notice shall be delivered in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldrespect thereof, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds shall, unless the Required Lenders shall otherwise agree, be applied on such date toward the prepayment of the Loans (without any accompanying mandatory reduction of the Revolving Credit Commitments); provided, that, notwithstanding the foregoing, (i) the aggregate amount of Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to the Administrative Agent to be held by the Administrative Agent a Reinvestment Notice shall not exceed $50,000,000 in a Cash Collateral Account designated by the Administrative Agent or any fiscal year and (ii) applied on each Reinvestment Prepayment Date, an amount equal to such the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans. Notwithstanding the foregoing, with respect to any Asset Sale for which the Borrower had in place a signed letter of intent on July 28, 2003, the Borrower shall not be permitted to submit a Reinvestment Notice in respect thereof but, instead, shall be required to apply the Net Cash Proceeds thereof immediately upon receipt thereof, first, toward prepayment of the Term Loans, second, after prepayment in repayment full of the Term Loans, toward prepayment of the Loans. (c) Subject to Section 2.7(d), if, for any fiscal year of the Borrower commencing with the fiscal year ending January 1, 2005, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, unless the Required Lenders shall otherwise agree, apply a percentage of such Excess Cash Flow toward the prepayment of the Loans (without any accompanying mandatory reduction of the Revolving Loans and Credit Commitments). Such percentage shall equal (x) if the Administrative Agent shall have established an Availability Reserve in Consolidated Leverage Ratio as at the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor last day of the Collateral Agentfiscal year in respect of which such Excess Cash Flow is calculated exceeds 4.5 to 1.0, 75%, (y) if the Consolidated Leverage Ratio as at such last day exceeds 3.5 to 1.0 but is less than or equal to 4.5 to 1.0, 50% and (z) if the Consolidated Leverage Ratio as at such last day is less than or equal to 3.5 to 1.0, 0%. Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the benefit of the Secured Partiesfiscal year with respect to which such prepayment is made, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only are required to be delivered to the extent required by clause Lenders and (vii) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsdate such financial statements are actually delivered. (d) Subject Notwithstanding the foregoing paragraphs (a), (b) and (c), no prepayment of Loans shall be required by this Section 2.7 until the Term Loans have been repaid in full. (e) The amount of any prepayment pursuant to this Section shall be applied first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the provisions date of clause (c) above and Sectionsuch prepayment on the amount prepaid.

Mandatory Prepayments. (a) [Intentionally Omitted]If any Capital Stock shall be issued by Holdings or the Borrower an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Term Loans as set forth in Section 2.11(e). (b) Subject to clause (c) below, upon receipt If any Indebtedness shall be incurred by any Loan Party of Net Cash Proceeds Group Member (but only if at excluding any Indebtedness incurred in accordance with Section 7.2, including in such excluded Indebtedness the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeSenior Notes and any Guarantee Obligations in respect thereof), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in clause (d) belowSection 2.11(e). (c) Notwithstanding clause (b) above, as long as no Event of Default If on any date any Group Member shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all receive Net Cash Proceeds from all any Asset Sale or Recovery Event, then, unless a Reinvestment Events do not exceed $50,000,000 (Notice shall be delivered in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the soldrespect thereof, damaged or taken property within 180 days of the receipt 100% of such Net Cash Proceeds by a Loan Party andshall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.11(e); provided, pending application of such proceedsthat notwithstanding the foregoing, the Borrower has either (i) paid on each Reinvestment Prepayment Date, an amount equal to such Net Cash Proceeds the Reinvestment Prepayment Amount with respect to the Administrative Agent relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.11(e). (d) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2006 there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the Excess Cash Flow Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 2.11(e). Each such prepayment and commitment reduction shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be held by delivered to the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or Lenders and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied an amount equal in connection with prepayments made pursuant to such Net Cash Proceeds in repayment Section 2.11 shall be applied to the prepayment of the Revolving Term Loans and in accordance with Section 2.17(b). The application of any prepayment pursuant to Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Administrative Agent Loans under Section 2.11 (except in the case of Swingline Loans) shall have established an Availability Reserve in be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) If, as a result of the making of any payment required to be made pursuant to this Section 2.11, the Borrower would incur costs pursuant to Section 2.20, the Borrower may deposit the amount of such repayment, which reserve shall xxxxx on payment with the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, in each casea cash collateral account, having until the priority described end of the applicable Interest Period at which time such payment shall be made. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in Section 4.20 of this Agreement all amounts from time to time on deposit in such cash collateral account and expressly waives all rights (which rights the Collateral Documents (but, Borrower hereby acknowledges and agrees are vested exclusively in the case of a Permitted Acquisition, only Administrative Agent) to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, exercise dominion or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationscontrol over any such amounts. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by In the event of any Loan Party issuance of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% Indebtedness of the Aggregate Borrowing Limit at such timeCompany or any of its Subsidiaries (other than Indebtedness of the Company or any of its Subsidiaries permitted to be issued under subsection 13.2), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of the Net Proceeds of such Net Indebtedness issuance shall, unless the Company and the Required Application Lenders otherwise agree, on the date of such Indebtedness issuance be deposited by the Company into the Excess Cash Proceeds Account or applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in clause subsection 8.6(d). (db) belowIn the event of any issuance of Capital Stock of the Company or any of its Subsidiaries, an amount equal to 100% of the Net Proceeds of such issuance shall, unless the Company and the Required Application Lenders otherwise agree, on the date of such issuance be deposited by the Company into the Excess Cash Account or applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 8.6(d). (c) Notwithstanding clause Subject to paragraph (be) abovebelow, as long as no in the event of receipt by the Company or any of its Subsidiaries of Net Proceeds from any Asset Sale (in excess of $300,000 in the aggregate for all Asset Sales per fiscal year) or Recovery Event by the Company or any of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Partyits Subsidiaries, the Borrower shall not be required to so apply an amount equal to 100% of the Net Proceeds of such Asset Sale or Recovery Event shall, unless the Company and the Required Application Lenders otherwise agree, on the date of such receipt be deposited by the Company into the Excess Cash Account or applied to the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in subsection 8.6(d). (d) Net Proceeds arising from a Reinvestment Event the prepayment events set forth in clauses (a) through (c) of this subsection 8.6 shall be deposited into the Excess Cash Account; provided that, on and after January 16, 2010, if the aggregate amount on deposit in the Excess Cash Account at such time, after giving effect to the deposit of Net Proceeds pursuant hereto, would be in excess of the Required Cash Collateral Amount, the Net Proceeds in excess of the Required Cash Collateral Amount shall be applied by the Company ratably to the prepayment of the Term Loans and the permanent reduction of the Revolving Credit Commitments in the manner set forth in subsection 8.4(a) (and, to the extent that all Net Cash Proceeds from all Reinvestment Events do not the Aggregate Revolving Credit Extensions of Credit plus the then outstanding principal amount of the Swing Line Loans exceed $50,000,000 (the Revolving Credit Commitments as so reduced, such net proceeds shall be applied to the prepayment of the Revolving Credit Loans and the Swing Line Loans and the cash collateralization of the Letters of Credit in accordance with subsection 8.4 in an amount equal to such excess). Partial prepayments of the Term Loans pursuant to subsection 8.6 shall be applied in inverse order to the remaining installments of the Term Loans. Prepayments applicable to the Tranche A Term Loans and the Tranche B Term Loans shall be made on a pro rata basis based on the aggregate since amount of such Term Loans then outstanding. Interest on Loans repaid pursuant to this subsection 8.6(d) shall be paid on the Closing applicable Interest Payment Date. (e) Notwithstanding the foregoing, on or after the Fourth Amendment Effective Date, Net Proceeds of Recovery Events of up to $1,000,000 in respect of any individual Recovery Event or series of related Recovery Events may be retained by the Company and are actually used (or have been contractually committed its Subsidiaries and applied to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case property or assets that are the subject of a Property Loss Event) the sold, damaged or taken property such Recovery Events. If such Net Proceeds are not so applied within 180 days of the following receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceedsthereof, the Borrower has either (i) paid Company shall immediately deposit an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment the Excess Cash Account. (f) Prepayments of Eurodollar Loans pursuant to this subsection 8.6, if not on the last day of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice Interest Period with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entityat the Company’s option, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an as long as no Default or Event of Default has occurred and is continuing after the provisions in this clause (c) become operativecontinuing, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject be prepaid subject to the provisions of clause subsection 8.21 or such prepayment (cafter application to any ABR Loans, in the case of prepayments by the Company) above shall be deposited with the Administrative Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and Sectionthereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (g) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent.

Mandatory Prepayments. (ai) [Intentionally Omitted]. Within five (b5) Subject to clause (c) below, upon Business Days of the receipt by any Loan Party of Net Cash Proceeds from the occurrence of any (but only if at x) Approved Sale that does not constitute a sale of all Stock issued by the time Debtors or all or substantially all of the Debtors’ assets, the Borrower shall notify the Agent in writing thereof and prepay Loans in an aggregate amount equal to the Applicable Sweep Amount received with respect to such receipt Approved Sale, (y) Approved Sale that does constitute a sale of all Stock issued by the Available Credit is less than 25Debtors or all or substantially all of the Debtors’ assets, the Borrower shall prepay Loans in an aggregate amount equal to the applicable amount set forth in the Agreed Wind-Down Budget, or (z) a Casualty Event or Specified Asset Sale, the Borrower shall prepay Loans in an aggregate amount equal to 100% of the Aggregate Borrowing Limit at Net Cash Proceeds received with respect to such timeCasualty Event or Specified Asset Sale, as the case may be, in each case of clauses (x), (y) and (z), to be applied and allocated as set forth in Section 2.09(c). (ii) Within two (2) Business Days of the receipt by any Loan Party of Net Cash Proceeds of any Indebtedness (other than Permitted Indebtedness), the Borrower shall within one Business Day after such receipt notify the Agent in writing thereof and prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) belowProceeds. (ciii) Notwithstanding clause (bEach notice of mandatory prepayment required to be delivered pursuant to this Section 2.09(b) above, as long as no Event of Default shall have occurred or be continuing on specify the date Net Cash Proceeds are received by any Loan Partyproposed Prepayment Date, the Borrower shall not be required to so apply an principal amount equal to Net Cash Proceeds arising from a Reinvestment Event to of the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed Loans to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans prepaid and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx accrued and unpaid interest that will be paid on the Reinvestment applicable Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsDate. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. If any Capital Stock shall be issued by Cedar Fair LP (bother than Capital Stock issued to employees and officers of a Group Member pursuant to an established compensation plan) Subject or any capital contribution is made to clause Cedar Fair LP (c) below, upon receipt other than a capital contribution by any Loan Party Group Member), an amount equal to 50% of the Net Cash Proceeds (but only if at thereof shall be applied on the time date of such receipt issuance or contribution toward the Available Credit is less than 25% prepayment of the Aggregate Borrowing Limit at such time), Term Loans and the Borrower shall within one Business Day after such receipt prepay the Revolving Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause Sections 4.2(e) and (d) below) in f); provided, however, that notwithstanding the foregoing an amount equal to 100% of such the first $250,000,000 of Net Cash Proceeds of any such issuance or contribution received by Cedar Fair LP after the date of this Agreement shall be applied on the date of such issuance or contribution toward the prepayment of the U.S. Term Loans and thereafter towards the prepayment of the Canadian Term Loans and the Revolving Loans as set forth in clause Sections 4.2(e) and (df). (b) belowIf any Indebtedness (other than Excluded Indebtedness) shall be issued or incurred by any Group Member, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). (c) Notwithstanding clause (b) above, as long as no Event of Default If any Group Member shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all receive Net Cash Proceeds from all any Asset Sale or Recovery Event, unless a Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or Notice shall have been contractually committed to be used) to consummate delivered by a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property Group Member within 180 days five Business Days of the receipt of such Net Cash Proceeds by a Loan Party andProceeds, pending application of such proceeds, the each applicable Borrower has either (i) paid an amount equal shall apply or cause to be applied such Net Cash Proceeds to the Administrative Agent to prepayment or offer of prepayment of the Loans, as applicable, as follows: (i) in the case of U.S. Loans, such Net Cash Proceeds shall be held applied by the Administrative Agent U.S. Borrower on the tenth Business Day following receipt thereof toward the prepayment of the U.S. Term Loans and the U.S. Revolving Loans in a Cash Collateral Account designated by the Administrative Agent or (ii) applied amount and in the manner set forth in Section 4.2(e); 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 U.S. Term Loans and the Revolving Loans in the amount and in the manner set forth in Section 4.2(e); and (ii) in the case of Canadian Loans, (A) such Net Cash Proceeds shall be offered by the Canadian Borrower on the fifth Business Day following receipt thereof by way of an offer in repayment of the Revolving Loans and writing (a “Disposition Repayment Offer”) to the Administrative Agent shall have established an Availability Reserve and the Canadian Administrative Agent to prepay, at a price equal to 100% of the principal amount, the Canadian Term Loans in the amount and in the manner specified in Section 4.2(e) and (B) if a Reinvestment Notice is delivered within such five Business Day period in respect of such repaymentan Asset Sale or Recovery Event, which reserve shall xxxxx the Canadian Borrower shall, on the Reinvestment Prepayment Date applicable in respect thereof, send the Administrative Agent and the Canadian Administrative Agent a Disposition Repayment Offer to prepay, at a price equal to 100% of the principal amount, the Canadian Term Loans in the amount and in the manner specified in Section 4.2(e). The Canadian Term Lenders will have five Business Days from the making of any such offer to accept such offer, and any offer not accepted within such time period shall be deemed rejected. To the extent such offer is so accepted by the Canadian Term Lenders or any of them, such prepayment shall be made pro rata to the Canadian Term Lenders accepting the offer on a date no later than ten Business Days after the date of such offer. To the extent there remains any Net Cash Proceeds or earlier Reinvestment Prepayment Amount, as applicable, after paying the Canadian Term Lenders who have accepted such offer, such excess shall be used to prepay the U.S. Term Loans and the Revolving Loans in the amount and in the manner set forth in Section 4.2(e). Failure to make the Disposition Repayment Offer or to make the payments contemplated thereby shall constitute an Event of Default under this Agreement. All payments made under this paragraph shall be made on a pro rata basis to each Canadian Term Lender accepting such offer. Notwithstanding the foregoing, the provisions of this Section 4.2(c) do not constitute a consent to the consummation of any Disposition not permitted by Section 8.5. (d) If, during any Distribution Suspension Period, there shall be positive Available Cash Flow for (i) the fiscal quarter ending immediately prior to the commencement of such Distribution Suspension Period or (ii) any fiscal quarter ending during such Distribution Suspension Period (other than, in the case of this clause (ii), any such fiscal quarter as to which the Distribution Suspension Period has ended as of the first day of the fiscal quarter immediately thereafter) (any such quarter under clauses (i) or (ii), a “Subject Quarter”), the Borrowers shall, on the relevant Available Cash Flow Application Date for each such Subject Quarter, apply an amount equal to 50% of positive Available Cash Flow for the applicable Subject Quarter toward the prepayment of the Term Loans and the Revolving Loans as set forth in Sections 4.2(e) and (f). Each such prepayment shall, for each applicable Subject Quarter, be made on the date (an “Available Cash Flow Application Date”) that would have been the Quarterly Distribution Date for such Subject Quarter but for the fact that a Distribution Suspension Period was applicable during such Subject Quarter (taking into account any extension to the applicable Quarterly Distribution Date in accordance with the conditions to such extension set forth in the definition thereof). (e) Amounts to be applied in connection with prepayments of the Loans made pursuant to Sections 4.2(a) and (b) shall be applied, first, to the prepayment of U.S. Term Loans, second, to the prepayment of Canadian Term Loans, third, to the prepayment of U.S. Revolving Loans and/or U.S. Swing Line Loans to the extent that outstanding, and fourth, to the prepayment of Canadian Revolving Loans up and/or Canadian Swing Line Loans to the extent outstanding. Amounts to be applied in connection with prepayments of the Loans made pursuant to Section 4.2(d) shall be applied, first, to the prepayment of the Term Loans (except as otherwise expressly set forth herein, on a pro rata basis as between the U.S. Term Loans and the Canadian Term Loans based on the aggregate principal amount thereof then outstanding) and, second, to the prepayment of the Revolving Loans and/or Swing Line Loans to the extent outstanding (except as otherwise expressly set forth herein, on a pro rata basis based as between the U.S. Revolving Loans and/or U.S. Swing Line Loans and the Canadian Revolving Loans and/or Canadian Swing Line Loans based on the aggregate principal amount thereof then outstanding). Amounts to be applied in connection with a Disposition Repayment Offer or prepayment made pursuant to Section 4.2(c) shall be applied, (i) in the case of Assets Sales or Recovery Events with respect to Canadian Property, first, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), second, to the prepayment of U.S. Term Loans, third, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding, and fourth, to the prepayment of U.S. Revolving Loans and/or Swing Line Loans to the extent outstanding; provided, that with respect to Asset Sales or Recovery Events related to all or substantially all of the assets of the Canadian Borrower or Canada’s Wonderland Company, the amounts to be applied in connection with prepayments of the loans shall be applied first, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), second, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding (with a corresponding permanent reduction in and termination of Canadian Revolving Commitments), third, to the prepayment of U.S. Term Loans, and fourth, to the prepayment of U.S. Revolving Loans and/or U.S. Swing Line Loans to the extent outstanding and (ii) in the case of Asset Sales or Recovery Events with respect to any other Property, first, to the prepayment of U.S. Term Loans, second, to the prepayment of Canadian Term Loans as set forth in Section 4.2(c)(ii), third, to the prepayment of U.S. Revolving Loans and/or Swing Line Loans to the extent outstanding, and fourth, to the prepayment of Canadian Revolving Loans and/or Canadian Swing Line Loans to the extent outstanding. Subject to the foregoing, the application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans (on a pro rata basis, except as otherwise expressly set forth herein), second to Canadian Prime Rate Loans (on a pro rata basis, except as otherwise expressly set forth herein), third, to Eurodollar Loans (on a pro rata basis, except as otherwise expressly set forth herein), and fourth to cash collateralize B/A’s (on a pro rata basis, except as otherwise expressly set forth herein). Any prepayment applied to the principal of the Term Loans pursuant to Section 4.2 shall reduce proportionately the then remaining principal installments due thereunder pursuant to Section 2.3. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving Loans that are Base Rate Loans, Canadian Prime Rate Loans and Swing Line Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Upon its receipt or deemed receipt of the proceeds of the U.S. Term Loans, the U.S. Borrower, in accordance with its irrevocable voluntary election delivered to the Administrative Agent in connection the refinancing of the Existing U.S. Term Loans, shall apply a portion of such proceeds sufficient to (i) refinance in full the Existing U.S. Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing U.S. Term Loans held by Existing U.S. Term Lenders that are not Continuing Lenders, (iii) pay to each Existing U.S. Term Lender that is not a Continuing Lender all amounts then due and owing as a result of the prepayment of such Existing U.S. Term Lender’s Existing U.S. Term Loans and (iv) pay all other Obligations then due and owing to the Existing U.S. Term Lenders, in their capacity as such, under the First Restated Agreement. Upon its receipt or deemed receipt of the proceeds of the Canadian Term Loans, the Canadian Borrower, in accordance with its irrevocable voluntary election delivered to the Administrative Agent and the Canadian Administrative Agent in connection the refinancing of the Existing Canadian Term Loans, shall apply a portion of such proceeds sufficient to (i) refinance in full the Existing Canadian Term Loans, (ii) pay all accrued and unpaid interest and fees, if any, on all Existing Canadian Term Loans held by Existing Canadian Term Lenders that are not Continuing Lenders, (iii) pay to each Existing Canadian Term Lender that is not a Continuing Lender all amounts then due and owing as a result of the prepayment of such Existing Canadian Term Lender’s Existing Canadian Term Loans and (iv) pay all other Obligations then due and owing to the Existing Canadian Term Lenders, in their capacity as such, under the First Restated Credit Agreement. (g) Notwithstanding the foregoing, if the amount of any prepayment of the Canadian Term Loans required to be made in accordance with Sections 4.2(a), (b) or (d) during the term of the Canadian Term Facility, together with the amount of any prepayments of the Canadian Term Loans required to be made as a result of an Asset Sale consisting solely of an issuance of the Capital Stock of a Subsidiary of Cedar Fair LP (in this paragraph, “Special Equity Prepayments”), when added to other repayments previously made in accordance with Sections 4.2(a), (b) or (d), Special Equity Prepayments and scheduled installment payments made or to be made on the Canadian Term Loans in accordance with Section 2.3, exceeds 25% of the sum of the principal amount of the Canadian Term Loans as of the Second Restatement Date (after giving effect to Sections 2.1 and 5.16), then the amount of such excess Net Cash Proceeds or Available Cash Flow shall be applied toward the prepayment of U.S. Term Loans in accordance with Section 4.2(e) to the extent any U.S. Term Loans are then outstanding and, otherwise may be used as set forth in for any other purpose (other than the Reinvestment Notice with respect theretomaking of Restricted Payments) permitted by this Agreement; provided, however, that upon the occurrence and during the continuation of any Event of Default, the Canadian Borrower shall be obligated to prepay Canadian Term Loans to the extent provided in Sections 4.2(a), (b), (c) and (d) without regard for this Section 4.2(g) because of such Event of Default. (h) If at any asset subject to time (i) the aggregate U.S. Revolving Extensions of Credit of all U.S. Revolving Lenders exceed the U.S. Revolving Credit Commitments of all U.S. Lenders, the U.S. Borrower shall immediately repay the U.S. Revolving Loans and/or U.S. Swing Line Loans and/or terminate or cash collateralize outstanding U.S. Letters of Credit in any such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having as and to the priority described in Section 4.20 extent necessary to ensure that the U.S. Revolving Extensions of this Agreement and Credit of each U.S. Revolving Lender are less than or equal to the Collateral Documents U.S. Revolving Commitments of such U.S. Revolving Lender or (but, ii) the aggregate Canadian Revolving Extensions of Credit of all Canadian Revolving Lenders exceed the Canadian Revolving Credit Commitments of all Canadian Lenders (in the case of a Permitted Acquisitionany Canadian Revolving Extensions of Credit made in Canadian Dollars, only valued at the Dollar Equivalent of such Canadian Dollars as of the relevant date of determination), the Canadian Borrower shall immediately repay the Canadian Revolving Loans and/or Canadian Swing Line Loans and/or terminate or cash collateralize outstanding Canadian Letters of Credit, in any such case, as and to the extent required by clause necessary to ensure that the Canadian Revolving Extensions of Credit of each Canadian Revolving Lender are less than or equal to the Canadian Revolving Commitments of such Canadian Revolving Lender (v) in the case of any Canadian Revolving Extensions of Credit made in Canadian Dollars, valued at the Dollar Equivalent of such Canadian Dollars as of the definition thereofrelevant date of determination); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Immediately upon receipt by the Borrower or any of its Subsidiaries of any proceeds of any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall prepay the Obligations in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (in each case, paid to non-Affiliates); provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the sales of inventory in the ordinary course of business, (ii) proceeds from the sales of assets securing Indebtedness permitted under Section 7.1(c) to the extent such proceeds are used to repay such Indebtedness, (iii) proceeds from other asset sales permitted under Section 7.6(f) and (iv) proceeds that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof. Any such prepayment shall be applied in accordance with subsection (c) of this Section. (b) Subject to clause (c) below, upon receipt In the event that the Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness by the Borrower or any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit its Subsidiaries that is less than 25% of the Aggregate Borrowing Limit at such time)not permitted under Section 7.1, the Borrower shall within one shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day after Day) the receipt of such receipt prepay proceeds by the Loans (Borrower or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in its applicable Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds as set forth proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in clause connection therewith, to prepay the Obligations in accordance with subsection (dc) belowof this Section. In the event that the Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness that constitutes (i) Incremental Term Loans or Revolving Loans in respect of Incremental Revolving Commitments, in each case incurred to refinance all or any portion of the Term Loans, (ii) Extended Term Loans or Revolving Loans in respect of Extended Revolving Commitments, in each case incurred to refinance all or any portion of the Term Loans or (iii) Other Refinancing Loans incurred to refinance all or any portion of the Term Loans, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day) the receipt of such proceeds by the Borrower or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the outstanding principal amount of the relevant Term Loans and, thereafter, to prepay the Obligations in accordance with subsection (c) of this Section. (c) Notwithstanding clause Any prepayments made by the Borrower pursuant to subsection (a) or (b) aboveof this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as long as no Event applicable, to the principal balance of Default any then outstanding Term Loans, until the same shall have occurred or be continuing been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied to installments of such Term Loans on a pro rata basis (including, without limitation, the final payment due on the Maturity Date); fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date Net Cash Proceeds are received by plus any Loan Partyaccrued and unpaid fees thereon. (d) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise increased pursuant to Section 2.23, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to immediately repay the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (Swingline Loans and the Revolving Loans in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the Administrative Agent Swingline Loans to be held by the Administrative Agent full extent thereof; second, to the Revolving Loans that are Base Rate Loans to the full extent thereof; and third, to the Revolving Loans that are Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans excess plus any accrued and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsunpaid fees thereon. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Following any issuance of debt obligations or preferred stock of the Company or any of its Subsidiaries (other than Indebtedness of the Company or any of its Subsidiaries permitted to be issued under Section 9.2), an amount equal to 100% of the Net Proceeds of such debt or preferred stock issuance shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans. The provisions of this Section 5.6(a) shall not apply to one or more issuances of preferred stock of the Company the Net Proceeds of which (i) are deposited on the date of receipt and are retained, until applied in accordance with clause (ii) below, in an account with the Collateral Agent as Collateral for the benefit of the Secured Parties to secure the Obligations over which the Collateral Agent has the sole control and exclusive right of withdrawal (or otherwise are deposited in one or more deposit or securities accounts subject to control agreements legally effective to create a valid and perfected first priority continuing security interest in favor of the Collateral Agent for the benefit of the Secured Parties to secure the Obligations) and (ii) are applied to pay, in whole or in part, the agreed consideration for one or more Permitted Acquisitions. (b) Subject to clause paragraph (cf) below, upon following the consummation of any Asset Sale by the Company or any of its Subsidiaries, in the case of cash proceeds, and following receipt by of cash proceeds representing payments under notes or other securities received in connection with any Loan Party of Net Cash Proceeds (but only if at the time of non-cash consideration obtained in connection with such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Asset Sale, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of the Net Proceeds of such Net Cash Proceeds as set forth in clause (d) below. (c) Asset Sale shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans. Notwithstanding clause (b) abovethe foregoing, as long as if no Default or Event of Default shall have occurred or and shall be continuing on at the date Net Cash Proceeds are received by any Loan Party, time of such Asset Sale or at the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days proposed time of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such proceeds shall not constitute Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier except to the extent that Revolving Loans up to the amount within 360 days of receipt of such proceeds, they have neither been reinvested in productive assets of a kind then used or usable in the business of the Company and its Subsidiaries nor contractually committed (and any such proceeds not applied to such contractual commitments at the time required shall be deemed to be Net Cash Proceeds are used to be applied as set forth in the Reinvestment Notice with respect thereto; providedthis Section) to be used for such purposes, however, that at which time all such proceeds shall be deemed to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with be Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause Proceeds. (c) become operativeBy April 30 of each year (commencing April 30, 2009), the Administrative Agent may, or Company shall at the direction prepay an aggregate principal amount of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above Term Loans equal to the Obligations. (d) Subject to Applicable ECF Percentage of Excess Cash Flow for the provisions of clause immediately preceding fiscal year. As used in this paragraph (c), the term “Applicable ECF Percentage” for any fiscal year means (A) above 50.0% if the Secured Leverage Ratio as of the last day of and Sectionfor such immediately preceding fiscal year was equal to or greater than 2.50 to 1.00, (B) 25.0% if the Secured Leverage Ratio as of the last day of and for such immediately preceding fiscal year was less than 2.50 to 1.00 and equal to or greater than 2.00 to 1.00 and (C) 0.0% if the Secured Leverage Ratio as of the last day of and for such immediately preceding fiscal year was less than 2.00 to 1.00.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause Section 2.11, Borrowers shall prepay the outstanding principal amount of the Loans on any day, if any, on which the aggregate outstanding principal amount of the Loans exceeds the Total Loan Commitment in the following order, in each case to the extent of the amount of the obligations owing by such Borrower to the Banks for Loans not to exceed, however, such excess of outstanding Loans over the Total Loan Commitment: firstly, the Services Partnership; secondly, the MLP and lastly, the Operating Partnership. (b) With respect to each prepayment of Loans required by this Section 3.05, such Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing or Borrowings pursuant to which made. If such prepayment is of a LIBOR Rate Loan or a CD Rate Loan and occurs on a day other than the last day of the Interest Period applicable thereto, the provisions of Section 3.04(c) shall be applicable. (c) above In the case of Loans secured by Qualifying Securities, if within three days after a Credit Event other than a Borrowing (including a reborrowing of Loans, in which case Qualifying Securities in the Required Collateral Amount shall be provided by the relevant Borrower at the time of the Credit Event as provided in Section 2.08), the Relevant Borrower has not delivered or caused to be delivered sufficient Qualifying Securities to the extent necessary such that each such Loan is secured by a first perfected lien on Qualifying Securities in the Required Collateral Amount, such Borrower shall prepay each such Loan. (d) The Operating Partnership shall prepay the MP Loans as required by Section 7.03 and Section7.04.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by If at any Loan Party of time after the Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (but only if at other than Excluded Indebtedness) or the time issuance of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)any Disqualified Capital Stock, the Borrower shall within one Business Day after prepay the Term Loans on a pro rata basis on the date of such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveProceeds; provided, as long as no Event that if at the time of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be such prepayment such Group Member is required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event prepay any Other Applicable Indebtedness (to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in and if required by the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days terms of the receipt definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds by to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a Loan Party and, pending application pro rata basis on the date of such proceedsreceipt; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this Section 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 declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (b) If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, the Borrower has either shall (i) paid if no Reinvestment Notice shall have been delivered in respect thereof, prepay the Term Loans on a pro rata basis on or prior to the third (3rd) Business Day following the date of such receipt in an amount equal to 100% of such excess Net Cash Proceeds (with a step down to 50% based upon the Administrative Agent achievement of a Consolidated Net Leverage Ratio of less than or equal to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent 1.25:1.00) or (ii) applied if a Reinvestment Notice has been delivered in respect thereof, prepay the Term Loans in an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repaymentReinvestment Prepayment Amount, which reserve shall xxxxx if any, on a pro rata basis on the Reinvestment Prepayment Date applicable Date; provided, that if at the time of such prepayment the Borrower or such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such excess Net Cash Proceeds (or earlier the Reinvestment Prepayment Amount, as applicable) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this Section 4.2(b) shall be reduced accordingly and (D) to the extent that Revolving Loans up to the amount holders of such Net Cash Proceeds are used as set forth Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents event within ten (but, in the case of a Permitted Acquisition, only to the extent required by clause (v10) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing Business Days after the provisions date of such rejection) be applied to prepay the Term Loans in this clause (c) become operative, accordance with the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsterms hereof. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Subject to Section 4.3 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances 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. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (b) Subject Except for (i) the issuance of the Equity Interests in any Borrower, Holdings or their respective Subsidiaries for which Holdings or Borrowers have provided notice to clause Agent that such issuance is not to be made subject to this Section 2.21(b) or (cii) below, upon receipt the incurrence of convertible debt by any Loan Party such Persons, in each case so long as the net cash proceeds resulting therefrom are held in an account with Agent, in the event of Net Cash Proceeds any other issuance or other incurrence of Indebtedness or Equity Interests (but only if at the time including any capital contribution by Holdings, Borrowers or any of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timetheir respective Subsidiaries), the Borrower shall within Borrowers shall, no later than one (1) Business Day after the receipt by such receipt prepay Borrower, Holdings or any of their respective Subsidiaries of (a) the Loans net cash proceeds from any such issuance or incurrence of Indebtedness and (or provide b) the net cash collateral in respect proceeds of Letters any issuance of Credit Equity Interests, as set forth in clause (d) below) the case may be, repay the Advances in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) abovenet cash proceeds, as long applicable. Such repayments will be applied to the outstanding Advances in such order as no Event of Default shall have occurred or be continuing on Agent may determine in its Permitted Discretion, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the date Net Cash Proceeds are received by any Loan Party, the Borrower terms hereof. The foregoing shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed deemed to be used) implied consent to consummate a Permitted Acquisition any such issuance or to purchase replacement incurrence of Indebtedness or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held Equity Interest prohibited by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans terms and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsconditions hereof. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt In the event of any incurrence of Indebtedness by any Loan Party Group Member (other than Indebtedness of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeany Group Member permitted to be issued under subsection 8.2), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of the Net Proceeds of such Net Cash Proceeds Indebtedness incurrence shall on the date of such Indebtedness incurrence be applied to the prepayment of the Term Loans as set forth in clause subsection 4.6(e). (db) belowIn the event of receipt by any Group Member of Net Proceeds from any Asset Sale or Recovery Event (in excess of $5,000,000 in the aggregate for all such Asset Sales and Recovery Events per fiscal year of the Borrowers), then, unless the Borrowers exercise their Reinvestment Rights in respect thereof, an amount equal to 100% of the Net Proceeds from such Asset Sale or Recovery Event shall on the date of such receipt be applied to the prepayment of the Term Loans as set forth in subsection 4.6(e); 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 subsection 4.6(e). (c) Notwithstanding [Reserved]. (d) If, for any fiscal year of New Holdings commencing with the fiscal year ending December 31, 2020, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply toward the prepayment of the Term Loans the ECF Percentage of such Excess Cash Flow less (solely to the extent funded with Internally Generated Cash) (x) the aggregate amount of all optional prepayments of Term Loans and all Indebtedness incurred pursuant to subsection 8.2(h) that that is secured on a pari passu basis with the Obligations (if such Indebtedness is in the form of revolving credit loans, solely to the extent accompanied by an equivalent permanent reduction in the revolving credit commitments thereunder), in each case, pursuant to subsection 4.5 or subsection 4.23 made during such fiscal year (provided that with respect to any prepayment pursuant to subsection 4.23, the aggregate amount of such prepayment for purposes of this clause shall be the amount of the Borrowers’ cash payment in respect of such prepayment), (y) the aggregate amount of all optional repayments of revolving credit loans under a Permitted Revolving Credit Facility made during such fiscal year that are accompanied by an equivalent permanent reduction in the revolving credit commitments under such Permitted Revolving Credit Facility and (z) the aggregate amount of all Term Loans purchased by New Holdings pursuant to Open Market Purchases in accordance with subsection 11.6(h) (provided that with respect to any Open Market Purchase consummated in accordance with Section 11.6(h), the aggregate amount of such purchase for purposes of this clause shall be the amount of New Holdings’ cash payment in respect of such purchase). 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 New Holdings referred to in subsection 7.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent and (ii) the date such financial statements are actually delivered to the Administrative Agent. (e) Each amount required to be applied pursuant to this subsection 4.6 shall be applied to repay the outstanding principal amount of Term Loans, with each Tranche of then outstanding Term Loans to be allocated its Term Loan Percentage of each amount so required to be applied (it being understood that a Tranche of Term Loans may agree to be allocated less than its Term Loan Percentage); provided that to the extent any Permitted Pari Passu Notes (or any Permitted Refinancing Indebtedness in respect thereof that is secured on a pari passu basis with the Obligations) requires any mandatory prepayment or repurchase from any Net Proceeds received solely from a Recovery Event or from an Asset Sale that would otherwise be required to be applied to prepay Term Loans in accordance with clause (b) above, up to a pro rata portion (based on the aggregate principal amount of Term Loans and such pari passu secured Indebtedness then outstanding) of such Net Proceeds may be applied to prepay or repurchase such pari passu secured Indebtedness in lieu of prepaying Term Loans as provided above. Prepayments pursuant to subsection 4.6(a) shall be applied to the Tranche or Tranches of Term Loans selected by the Borrower Agent. Prepayments of the Term Loans of a given Tranche pursuant to subsection 4.6 shall be applied to the principal repayment installments of the Term Loans of the applicable Tranche to reduce the next four scheduled principal installments of such Term Loans in direct order of maturity, then to the remaining scheduled principal installments on a pro rata basis (other than the payment of principal due on the Maturity Date of the applicable Term Loan); provided that prepayments of EurodollarTerm SOFR Loans pursuant to this subsection 4.6, if not on the last day of the Interest Period with respect thereto, shall, at the Borrower Agent’s option, as long as no Event of Default shall have has occurred or and is continuing, be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event prepaid subject to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 provisions of subsection 4.19 or such prepayment (in the aggregate since the Closing Date) and are actually used (or have been contractually committed after application to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butABR Loans, in the case of a Permitted Acquisition, only prepayments by the Borrowers) shall be deposited with the Administrative Agent as Cash Collateral for such EurodollarTerm SOFR Loans on terms reasonably satisfactory to the extent required by clause (v) Administrative Agent and thereafter shall be applied to the prepayment of the definition thereof); provided furtherEurodollarTerm SOFR Loans on the last day of the respective Interest Periods for such EurodollarTerm SOFR Loans next ending most closely to the date of receipt of such Net Proceeds. After such application, however, in the event unless a Default or an Event of Default has shall have occurred and is continuing after be continuing, any remaining interest earned (if any) on such Cash Collateral shall be paid to the provisions Borrowers. (f) Except as set forth in subsection 4.19, all payments made under this subsection 4.6 will be without penalty or premium. (g) Notwithstanding anything to the contrary contained in this clause (c) become operativesubsection 4.6, if any Lender shall notify the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above least three (3) Business Days prior to the Obligationsdate of a prepayment under clause (d) of this subsection 4.6 that it wishes to decline its share of such prepayment, such share (the “Declined Prepayment Amount”) shall be retained by the Borrowers. (h) The Borrower Agent shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made (i) pursuant to clauses (a) and (b), of this subsection 4.6, (A) in the case of ABR Loans at least one (1) Business Day prior to the date of such prepayment and (B) in the case of EurodollarTerm SOFR Loans at least three (3) WorkingBusiness Days prior to the date of such prepayment and (ii) pursuant to clause (d) Subject of this subsection 4.6, (A) in the case of ABR Loans at least three (3) Business Days prior to the provisions date of clause such prepayment and (cB) above in the case of EurodollarTerm SOFR Loans at least five (5) WorkingBusiness Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and Sectionprovide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower Agent’s prepayment notice and of such Xxxxxx’s ratable share of the prepayment.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) belowUnless the Required Prepayment Lenders shall otherwise agree, upon receipt by if any Loan Party member of the Charter Group shall receive any Net Cash Proceeds (but only if at the time in respect of any issuance of its Equity Interests or otherwise receive Net Cash Proceeds pursuant to Section 8(k), then, within two Business Days after such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)receipt, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in apply an amount equal to 10050% of such Net Cash Proceeds as set forth (whether or not contributed to the Borrower or any of its Subsidiaries) toward the prepayment of the Term Loans; provided that (i) the foregoing requirement shall not apply to Paul Xxxxx Xxxtributions and (ii) in clause the case of any offering or sale of Equity Interests consummated on or prior to the date that is eighteen months after the Stage One Closing Date, the foregoing requirement shall apply only to that portion, if any, of the aggregate amount of the Net Cash Proceeds of all such offerings and sales consummated during such period in excess of $500,000,000. (db) belowUnless the Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, (i) unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied within two Business Days after the deadline by which such Reinvestment Notice is otherwise required to be delivered in respect of such Asset Sale or Recovery Event toward the prepayment of the Term Loans (provided that the foregoing requirement shall not apply to the first $5,000,000 of aggregate Net Cash Proceeds received after the Stage One Closing Date) and (ii) 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. (c) Notwithstanding clause (b) aboveThe application of any prepayment pursuant to this Section 2.9 shall be made, as long as no Event first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of Default the Loans under this Section 2.9 shall have occurred or be continuing accompanied by accrued interest to the date of such prepayment on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Promptly (and in any event within five (5) Business Days except as provided in subsection (b)(ii) below) following receipt by the Borrower of (i) any funds in repayment or prepayment of the principal amount of the loan made pursuant to the San Xxxx Loan Agreement, (ii) any other amounts paid by WSJ to the Borrower pursuant to the San Xxxx Loan Agreement (other than amounts paid by WSJ to reimburse or indemnify the Borrower or any of its Affiliates for any losses, costs or expenses incurred by the Borrower or such Affiliate (subject to the following proviso, “Excluded Amounts”), provided that Excluded Amounts shall not include any such amounts that are intended to reimburse or indemnify the Borrower, in whole or in part, for any losses, costs or expenses payable by the Borrower under this Loan Agreement or any other Loan Document, which amounts shall be applied by the Borrower pursuant to this subsection (a)) or (iii) any net amounts paid to the Borrower under any Hedging Agreement, the Borrower will apply all such funds and other amounts (A) to prepay the outstanding principal amount of the Loans and (B) to pay any other Borrower Obligations (including, without limitation, accrued interest on the principal amount of the Loans prepaid) then due and payable under the Loan Documents, together with any amounts due with respect to such principal payment pursuant to Section 3.14 (it being understood and agreed, for the avoidance of doubt, that all such funds and other amounts not applied pursuant to the foregoing clause (B) shall be applied to prepay the outstanding principal amount of the Loans pursuant to clause (A) above). Amounts prepaid pursuant to this Section 3.4(a) shall be applied by the Administrative Agent, subject to Section 3.7, pursuant to the foregoing clauses (A) and (B) as the Borrower may elect, and any amounts so applied pursuant to the foregoing clause (A) shall prepay the remaining scheduled principal amortization payments in respect of the Loans set forth in Schedule 3.5 in the direct order of their respective due dates. Except as otherwise provided by this Agreement, all principal payments in respect of the Loans shall be applied, first, to repay outstanding Base Rate Loans and then to repay outstanding Eurodollar Loans in direct order of Interest Period maturities. (b) Subject to clause Notwithstanding subsection (ca) belowabove, upon receipt by any Loan Party and for the avoidance of Net Cash Proceeds doubt, (but only if at the time of such receipt the Available Credit is less than 25% i) no portion of the Aggregate Borrowing Limit at such time), amounts deposited and maintained in the Cash Management Collection Account (as defined in the San Xxxx Loan Agreement) pursuant to the San Xxxx Loan Agreement shall be deemed to be received by the Borrower shall within one Business Day after for purposes of subsection (a) above until and to the extent such receipt amounts are applied (A) to pay or prepay the Loans loan made pursuant to the San Xxxx Loan Agreement or (or provide cash collateral B) to pay any other amounts (including, without limitation, interest and fees) due and payable to the Borrower in respect of Letters of Credit such loan, in each case as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (provided in the aggregate since the Closing Date) San Xxxx Loan Agreement, and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans unless and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event until an Event of Default has occurred and is continuing continuing, the Borrower shall have the right, upon written notice to the Administrative Agent at least one (1) Business Day prior to the required due date of such prepayment pursuant to subsection (a) above, to make any prepayment of Eurodollar Loans required under subsection (a) above on the last day of the applicable Interest Period or Interest Periods thereof next occurring after such required due date, provided that the provisions amount of such prepayment has been deposited in this clause the Designated Account on or before such required due date (to be applied to such prepayment on the last day of the applicable Interest Period or Interest Periods). (c) become operativeImmediately following any sale, assignment or other transfer (including, without limitation, any grant of a participation interest) of the Borrower’s rights under the San Xxxx Loan Agreement, the Administrative Agent may, or Borrower shall at prepay in full the direction outstanding principal amount of the Requisite Lenders, apply Loans and all amounts in the Cash Collateral Account referred to above to the other Borrower Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If, for any fiscal year of BA commencing with the fiscal year ending December 31, 2013, there shall be Excess Cash Flow for such fiscal year, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all optional prepayments of the Loans during such fiscal year, toward the prepayment of the Loans as set forth in Section 4.2(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five days after the earlier of (i) the date on which the financial statements referred to in Section 7.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Administrative Agent and (ii) the date such financial statements are actually delivered to the Administrative Agent. (b) Subject to clause If any Indebtedness (cother than Excluded Indebtedness) below, upon receipt shall be issued or incurred by any Loan Party of Net Cash Proceeds (but only if at the time Borrowers or any of their respective Subsidiaries, the Borrowers shall apply, on the date of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)issuance or incurrence, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such the Net Cash Proceeds thereof toward the prepayment of the Loans as set forth in clause (d) belowSection 4.2(d). (c) Notwithstanding clause (b) above, as long as no Event If any of Default the Borrowers or any of their respective Subsidiaries shall have occurred or be continuing on the date receive Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to (or Net Cash Proceeds arising shall be received on behalf of any of the Borrowers or any of their respective Subsidiaries) (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received) from any Asset Sale or Recovery Event then, unless a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (Notice shall be delivered within 10 days in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceedsrespect thereof, the Borrower has either (i) paid Borrowers shall apply on such date an amount equal to such Net Cash Proceeds to toward the Administrative Agent to be held by prepayment of the Administrative Agent Loans as set forth in a Cash Collateral Account designated by Section 4.2(d); provided, that, notwithstanding the Administrative Agent or (ii) applied foregoing, on each Reinvestment Prepayment Date, the Borrowers shall apply an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier Amount with respect to the extent that Revolving relevant Reinvestment Event toward the prepayment of the Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof4.2(d); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to Section 4.8(b), amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied to reduce the provisions remaining scheduled installments (including the final scheduled installment on the Maturity Date (or such later maturity date of clause any Loans extended in accordance with Section 3.3)) of principal due in respect of the Loans on a pro rata basis. The application of any prepayment pursuant to Section 4.2 shall be made, first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of the Loans pursuant to Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. If a LIBOR Loan is prepaid pursuant to Section 4.2 on any day other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 4.11. (e) Notwithstanding anything herein to the contrary, any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrowers pursuant to this Section 4.2, to decline all of any prepayment of its Loans pursuant to clauses (a), (b) or (c) above of this Section 4.2, in which case the aggregate amount of the prepayment that would have been applied to prepay such Loans but was so declined shall be re-offered to those Lenders who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all such Lenders who have initially accepted such prepayment). In the event of such a re-offer, the relevant Lenders may elect, by notice to the Administrative Agent at or prior to the time and Sectionin the manner specified by the Administrative Agent, to decline all of the amount of such prepayment that is re-offered to them, in which case the aggregate amount of the prepayment that would have been applied to prepay such Loans pursuant to such re-offer but was so declined (any such amount, a “Retained Amount”) shall be retained by the Borrowers to be used for any other purpose permitted pursuant to the Available Basket Amount.

Mandatory Prepayments. (a) [Intentionally Omitted]Unless converted to Term Loans, the Borrower shall repay the outstanding Construction Loans on the Construction Loan Maturity Date. On the applicable Final Maturity Date, the Borrower shall pay the entire outstanding amount of the Term Loans. (b) Subject to clause (c) below, upon receipt by If any Loan Party proceeds are received in respect of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Performance Liquidated Damages, the Borrower shall within one Business Day after such receipt prepay the outstanding Loans (or provide cash collateral in respect accordance with Sections 3.6 and 3.8 of Letters of Credit as set forth in clause (d) below) the Depositary Agreement in an amount equal to 100% the amount of such Net Cash Proceeds as set forth proceeds; provided, that (i) no prepayment shall be due from proceeds received in clause respect of any warranty payment to the extent that such proceeds are to be applied to repair the item for which such warranty payment was received and (dii) belowprepayments of Eurodollar Loans shall be made on the next Interest Payment Date and prepayments of Prime Rate Loans shall be made on the next Business Day. (c) Notwithstanding clause On the Conversion Date, the Agent shall calculate any Savings. The Agent shall then apply such Savings pursuant to Section 3.2 of the Equity Contribution Agreement. (bd) above, as long as no Event of Default shall have occurred or be continuing on On each Payment Date occurring after the date Net Cash Proceeds are received by any Loan PartyConversion Date, the Borrower shall not prepay the outstanding Loans in accordance with priority Fifth of Section 3.2(b)(ii) of the Depositary Agreement. (e) All prepayments shall be applied first to any interest or Fees that are then due on any Loan, next to interest or Fees accrued in respect of the Loans to be prepaid, and then to the unpaid principal of such Loans in the inverse order of maturity. (f) With respect to each prepayment required to so apply an amount equal be made pursuant to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceedsthis Section, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds may designate, by written notice to the Administrative Agent on or before the date of such prepayment, the Types of Loans which are to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butprepaid and, in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which made, provided that (i) prepayments of Eurodollar Loans may only be made on the last day of an Interest Period applicable thereto unless all Prime Rate Loans have been paid in full; and (ii) if any prepayment of Eurodollar Loans made pursuant to a Permitted Acquisitionsingle Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $1,000,000 such Borrowing shall immediately be con verted into Prime Rate Loans. In the absence of a designation by the Borrower as described in the preceding sentence, only the Agent shall, subject to the extent required by clause (v) of the definition thereof); provided furtherabove, however, make such designation in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsits sole discretion. (dg) Subject All prepayments made pursuant to Sections 2.12 and 2.13 shall be without premium or penalty; provided that the Borrower shall make any payments due under an Interest Rate Protection Agreement in connection with such prepayment or the effects thereof. Following any prepayment, the Borrower shall provide to the provisions Agent a certified copy of clause Schedule 1.1(C) that is adjusted to reflect such prepayment. Upon approval by the Agent (c) above such approval not to be unreasonably withheld or delayed), such amended Schedule shall be deemed part of this Agreement and Sectionshall replace any previously delivered Scheduled 1.1(C).

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by If at any Loan Party of time after the Closing Date any Group Member receives any Net Cash Proceeds from the Incurrence of any Indebtedness (but only if at other than Excluded Indebtedness) or the time issuance of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)any Disqualified Capital Stock, the Borrower shall within one Business Day after prepay the Term Loans on a pro rata basis on the date of such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds; provided, that if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such Net Cash Proceeds to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this Section 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 declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (b) If at any time after the Closing Date any Group Member receives any Net Cash Proceeds from any Asset Sale or Recovery Event in an amount exceeding $20,000,000 in any fiscal year, then, the Borrower shall (i) if no Reinvestment Notice shall have been delivered in respect thereof, prepay the Term Loans on a pro rata basis on or prior to the third (3rd) Business Day following the date of such receipt in an amount equal to 100% of such excess Net Cash Proceeds (with a step down to 50% based upon the achievement of a Consolidated Net Leverage Ratio of less than or equal to 1.25:1.00) or (ii) if a Reinvestment Notice has been delivered in respect thereof, prepay the Term Loans in an amount equal to the Reinvestment Prepayment Amount, if any, on a pro rata basis on the Reinvestment Prepayment Date; provided, that if at the time of such prepayment the Borrower or such Group Member is required to prepay any Other Applicable Indebtedness (to the extent and if required by the terms of the definitive documentation governing such other Indebtedness), then the Borrower may apply 100% of such excess Net Cash Proceeds (or the Reinvestment Prepayment Amount, as set forth applicable) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness on a pro rata basis on the date of such receipt; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this Section 4.2(b) 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 declined amount shall promptly (and in clause any event within ten (d10) belowBusiness Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof. (c) Notwithstanding clause (b) aboveIf at any time after the Closing Date, as long as no Event the aggregate Revolving Extensions of Default shall have occurred or be continuing on Credit then outstanding exceed the date Net Cash Proceeds are received by any Loan PartyRevolving Commitments then in effect, the Borrower (without notice or demand) shall immediately prepay outstanding Swingline Loans or Revolving Loans and pay any unpaid Reimbursement Obligations (or, if no Swingline Loans or Revolving Loans are outstanding, Cash Collateralize outstanding Letters of Credit) in an amount sufficient to eliminate any such excess. (d) Mandatory prepayments of Term Loans shall be applied first to Base Rate Loans to the full extent thereof and then to Term Benchmark Loans and shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each such prepayment shall be credited to the remaining scheduled installments of the Term Facilities thereof as specified by the Borrower or, if not be specified, to the remaining scheduled quarterly installments of the Term Loans in direct order of maturity. (e) The Borrower shall provide the Administrative Agent written notice of any mandatory prepayment of Term Loans required to so apply an amount equal be made pursuant to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing DateSections 4.2(a) and are actually used (b), three (3) Business Days (or have been contractually committed with respect to be usedany mandatory prepayments upon the Incurrence of any Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt or other Credit Agreement Refinancing Indebtedness pursuant to Section 4.2(a), one (1) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (Business Day prior thereto in the case of an Asset Saleany Base Rate Loans being prepaid) prior to the date of prepayment (or repair or replace (such later time as the Administrative Agent may agree in its sole discretion), which notice shall specify the case date and amount of a Property Loss Event) the soldprepayment; provided, damaged or taken property within 180 days that such notice may be conditioned on consummation of the such mandatory prepayment event and receipt of such Net Cash Proceeds thereof by the applicable Group Member. Other than with respect to mandatory prepayments upon the Incurrence of any Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt or other Credit Agreement Refinancing Indebtedness pursuant to Section 4.2(a), the applicable Lenders may elect not to accept any mandatory prepayment (each such Lender, a Loan Party and“Declining Lender”) by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m., pending application New York City time, one (1) Business Day prior to the date of such proceedsprepayment. Any prepayment amount declined by the Declining Lenders (the “Declined Amount”) shall be retained by the Borrower. (f) Notwithstanding any other provisions of this Section 4.2 to the contrary, with respect to any prepayment required pursuant to Section 4.2(a) or (b), if at the time of such prepayment, the Borrower has either Group Member receiving the Net Cash Proceeds (i) paid an amount equal to is prohibited, restricted or delayed by applicable local law from repatriating such Net Cash Proceeds to the Administrative Agent Borrower, the portion of such Net Cash Proceeds so affected will not be required to be held applied to repay Term Loans at the times provided in Section 4.2(a) or (b) but may be retained by the Administrative Agent in applicable Group Member so long, but only so long, as the applicable local law will not permit repatriation to the Borrower, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Cash Proceeds will be promptly applied (net of additional taxes payable or reserved against as a Cash Collateral Account designated by result thereof) to the Administrative Agent repayment of the Term Loans pursuant to Section 4.2(a) or (b) to the extent provided therein or (ii) cannot repatriate such funds to the Borrower without (in the good faith determination of the Borrower) the repatriation of such Net Cash Proceeds (or a portion thereof) that would otherwise be required to be applied an amount equal pursuant to Section 4.2(a) or (b) resulting in material adverse tax consequences, the Net Cash Proceeds (or portion thereof) so affected may be retained by the applicable Group Member (the Borrower hereby agrees to cause the applicable Group Member to promptly use commercially reasonable efforts to take all actions within the reasonable control of the Borrower that are reasonably required to eliminate such tax effects) until such time as such material adverse costs would not apply to the repatriation thereof, at which time the mandatory prepayments otherwise required by Section 4.2(a) or (b) with respect to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsmade. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Subject to Section 5.12, if on any date on which a Borrowing Base Certificate is delivered pursuant to Section 8.2(c), the Aggregate Outstanding Revolving Credit Extensions of Credit exceeds the Borrowing Base, the Borrowers shall prepay the Revolving Credit Loans in an amount equal to the amount of such excess no later than the fifth Business Day immediately following the date of delivery of such Borrowing Base Certificate. (b) Subject to clause (c) belowSection 5.12, upon receipt by if on any Loan Party date the Aggregate Outstanding Revolving Credit Extensions of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Lender exceeds the Revolving Credit Commitment, the Borrower Borrowers shall within one Business Day after such receipt prepay the Revolving Credit Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to the amount of such excess within five Business Days of receiving notice of such event from the Lender. (c) If on any date any Borrower or any of the other Loan Parties shall receive Net Cash Proceeds from (i) any incurrence of Indebtedness by such Borrower or any of the other Loan Parties, other than Indebtedness permitted pursuant to Section 9.2, then 100% of such Net Cash Proceeds shall be applied on such Business Day toward the reduction of the Revolving Credit Commitments as set forth in clause Section 5.6(e), or (dii) below. any sale or issuance of Capital Stock (cother than any sale or issuance of Capital Stock by Merisel) Notwithstanding clause (b) above, as long as no Event or receipt of Default shall have occurred or be continuing on the date Net Cash Proceeds are received any capital contribution by any Loan Party, the applicable Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days any of the receipt other Loan Parties (other than Merisel), then 100% of such Net Cash Proceeds by a shall be applied on such Business Day toward the reduction of the Revolving Credit Commitments as set forth in Section 5.6(e). (d) If on any date any Borrower or any of the other Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Parties shall receive Net Cash Proceeds to the Administrative Agent to from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be held by the Administrative Agent delivered in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repaymentrespect thereof within 30 Business Days thereafter, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount 100% of such Net Cash Proceeds are used shall be applied on such 30th Business Day toward the reduction of the Revolving Credit Commitments as set forth in the Reinvestment Notice with respect theretoSection 5.6(e); provided, howeverthat, 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 reduction of the Revolving Credit Commitments as set forth in Section 5.6(e). (e) Amounts prepaid pursuant to this Section 5.6 (other than Section 5.6(a) and (b)) shall be applied first, to the reduction of the Revolving Credit Commitment and, second, to the extent any asset subject that after giving effect to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor reduction of Revolving Credit Commitment the Aggregate Outstanding Revolving Credit Extensions of Credit of the Collateral AgentLender exceed the Revolving Credit Commitment, for to the benefit prepayment of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the ObligationsRevolving Credit Loans. (df) Subject Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lender in respect thereof, are subject to the provisions of clause (c) above and SectionSection 5.9.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon Upon receipt by the Borrower or any Loan Party of its Subsidiaries of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)arising from an Asset Sale, Property Loss Event or Equity Issuance, the Borrower shall within one Business Day after such receipt immediately prepay the Loans (or, if there are no Loans then outstanding and a Default or Event of Default shall be continuing, provide cash collateral in respect of Letters of Credit as set forth in clause (d) belowCredit) in an amount equal to 100% of such Net Cash Proceeds as set forth Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (db) below. (cb) Notwithstanding Any prepayments made by the Borrower required to be applied in accordance with this clause (b) aboveshall be applied as follows: first, as long as no to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans (pro rata between the Tranche A Facility and the Tranche B Facility in accordance with each Lender’s Commitment) until such Revolving Loans shall have been paid in full; and then, if a Default or Event of Default shall be continuing, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have occurred or been fully cash collateralized in the manner set forth therein. All repayments required to be continuing on the date applied in accordance with this clause (b) (other than of Net Cash Proceeds are received by any Loan Partyof (i) Asset Sales of the Specified Property, made in accordance with Section 8.4(d) (Sale of Assets), and (ii) unless a Default or an Event of Default shall be continuing, Equity Issuances) shall result in a permanent reduction in the Borrower shall not be required Commitments to so apply an amount equal to the extent provided in Section 2.5(b) (Reduction and Termination of the Commitments); provided, however, that, if such prepayment was made from the Net Cash Proceeds arising from a Reinvestment Event Event, the Commitments shall not be reduced by such prepayment to the extent that all Net Cash Proceeds from all of the Reinvestment Events do not exceed $50,000,000 Deferred Amount corresponding to such Reinvestment Event until the Reinvestment Prepayment Date corresponding thereto and, then, the Commitments shall be reduced only to the extent of the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any. (in c) If at any time, the aggregate since principal amount of Outstandings exceeds the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of aggregate Commitments at such Net Cash Proceeds by a Loan Party and, pending application of such proceedstime, the Borrower has either (i) paid shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to such Net Cash Proceeds to excess. If any such excess remains after repayment in full of the Administrative Agent to be held by aggregate outstanding Swing Loans and Revolving Loans, the Administrative Agent Borrower shall provide cash collateral for the Letter of Credit Obligations in a Cash Collateral Account designated by the Administrative Agent or manner set forth in Section 9.3 (iiActions in Respect of Letters of Credit) applied in an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount 105% of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsexcess. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, Upon the consummation of any Asset Disposition or upon the receipt by any Loan Party of any Liquidating Distribution after the Closing Date, in each case within 270 days after the Borrower or any of its Subsidiaries receives any Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Sale Proceeds, the Borrower shall within one Business Day after such receipt prepay the outstanding Loans (in an amount equal to 100% of the amount of such Net Sale Proceeds, CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT in accordance with the provisions of Section 2.13; PROVIDED, HOWEVER, that such Net Sale Proceeds which the Borrower or provide cash collateral such Subsidiary shall, within 270 days after receipt thereof, use to reinvest in respect the business of Letters the Borrower of Credit as set forth its Subsidiaries, shall not be included in clause (d) below) determining the aggregate Net Sale Proceeds for such period; PROVIDED, FURTHER that, if an Event of Default shall have occurred and be continuing on the date such Net Sale Proceeds are received by the Borrower or any of its Subsidiaries or at any time during such 270 day period, then the Borrower shall prepay the outstanding Loans in an amount equal to 100% of such Net Cash Sale Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveor, as long as no if any portion of such proceeds shall have been reinvested prior to the occurrence of such Event of Default shall have occurred or be continuing Default, 100% of such remaining amount of Net Sale Proceeds not so reinvested), in accordance with the provisions of Section 2.13, on the later of the date such Net Cash Sale Proceeds are received by the Borrower or any Loan Partyof its Subsidiaries or the date of the occurrence of such Event of Default. (b) On each date on which the Borrower or any of its Subsidiaries receives any Net Equity Proceeds, the Borrower shall not be required to so apply prepay the outstanding Loans in an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Datei) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt 50% of such Net Cash Equity Proceeds if both (A) the Leverage Ratio as of the end of the fiscal quarter immediately preceding such date as to which financial statements are required to have been delivered pursuant to Sections 6.1(a) and 6.1(b), as applicable, on a pro forma basis after giving effect to any prepayment made by the Borrower pursuant to clause (ii)(A) of this Section 2.12(b), is less than 2.0 to 1.0 and (B) no Default or Event of Default has occurred or is continuing as a Loan Party andresult of the Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Section 6.1(a), pending application 6.1(b) or 6.1(e), as applicable and (ii) 75% of such proceedsNet Equity Proceeds if either (A) the Leverage Ratio as of the end of the fiscal quarter immediately preceding such date as to which financial statements are required to have been delivered pursuant to Section 6.1(a) or 6.1(b), as applicable, is greater than or equal to 2.0 to 1.0 (but only until the Borrower has either Leverage Ratio is less than 2.0 to 1.0, at which time clause (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to of this Section 2.12(b) shall apply (unless clause (ii)(B) of this Section 2.12(b) shall then be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent applicable)) or (iiB) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds any Default or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after as a result of the Borrower's failure to deliver any financial statement or Compliance Certificate as and when required pursuant to Sections 6.1(a), 6.1(b) or 6.1(e), as applicable, in each case in accordance with the provisions in this clause of Section 2.13. (c) become operativeOn each date on which the Borrower or any of its Subsidiaries receives any Net Debt Proceeds or becomes or remains liable with respect to Indebtedness with respect to Capitalized Leases in excess of $100,000,000 in the aggregate at any one time outstanding for the Borrower and its Subsidiaries, the Administrative Agent may, Borrower shall prepay the outstanding Loans in an amount equal to 100% of such Net Debt Proceeds or shall at the direction 100% of the Requisite Lendersamount by which the aggregate amount of Indebtedness of the Borrower and its Subsidiaries with respect to Capitalized Leases exceeds $100,000,000 on such date, apply all amounts respectively, in accordance with the Cash Collateral Account referred to above to the Obligationsprovisions of Section 2.13. (d) Subject On each day on which the Total Revolving Loan Commitment is reduced pursuant to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. If any Borrower or any of their Subsidiaries Disposes of any property or assets (b) Subject to clause (c) below, upon receipt by any Loan Party other than inventory in the ordinary course of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timebusiness), the Borrower Borrowers shall within one prepay on or prior to the date which is five (5) Business Day Days after the date of such receipt prepay the receipt, an aggregate principal amount of Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (e) and (f) below); provided, however, that so long as no Default or Event of Default exists, (i) the Borrowers and their Subsidiaries may receive up to $10,000,000 in the aggregate of such Net Cash Proceeds in any Fiscal Year without making the prepayment described in this Section 5.3(a), and (ii) any Borrower or Subsidiary may reinvest all or any portion of the Net Cash Proceeds received by such Person from any such Disposition in fixed capital or operating assets, including real property (which reinvested amount shall not count against the $10,000,000 threshold set forth in clause (di) above), so long as (A) if any of the property or assets Disposed of constitute Collateral, the reinvestment must be in fixed capital or operating investments that also constitute Collateral and the Administrative Agent must have a perfected Lien in such assets, (B) within 180 days after receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a definitive agreement to so reinvest shall have been executed), and (C) if a definitive agreement to so reinvest has been executed within such 180-day period, then such reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be, upon the conclusion of the applicable 180-day period, immediately applied to the prepayment of the Loans as set forth in this Section 5.3(a). (b) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 9.2 (including, without limitation, Section 9.2(h))), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (e) and (f) below). (c) Notwithstanding clause Upon the receipt of any settlement of or payment to any Loan Party or Loan Parties with respect to any property or casualty insurance, or receipt by any Loan Party or Loan Parties of any other Extraordinary Receipt, which in each case results in the realization by such Person or Persons of Net Cash Proceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (b3) aboveBusiness Days after the date of receipt thereof by such Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (e) and (f) below); provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, as at the election of the Borrowers, and so long as no Event of Default shall have occurred and be continuing, such Borrower or be continuing on the date such Subsidiary may (A) utilize any Net Cash Proceeds are received by constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any Loan Partyproperty damaged to the comparable state of such property prior to the casualty event, the Borrower shall not be required to so apply an amount equal to or (B) reinvest all or any portion of such Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (fixed capital or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (operating assets, in the each case of an Asset Saleclause (A) or repair or replace (in the case of a Property Loss EventB) the sold, damaged or taken property so long as (x) within 180 days of the after receipt of such Net Cash Proceeds by Proceeds, such repair, rebuilding or reinvestment shall have been consummated (or a Loan Party anddefinitive agreement to so reinvest shall have been executed), pending application and (y) if a definitive agreement to so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such proceedsdefinitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 5.3(c). (d) If for any reason the Revolving Facility Usage at any time exceed the Revolving Credit Facility at such time, the Borrower has either Borrowers shall immediately prepay Revolving Credit Loans and Letter of Credit Borrowings and/or Cash Collateralize the Letter of Credit Obligations (iother than the Letter of Credit Borrowings) paid in an aggregate amount equal to such Net excess (such prepayments and/or Cash Proceeds to the Administrative Agent Collateralization to be held by applied as set forth in subsection (f) below). If for any reason, the Administrative Agent Delayed Draw Term Loan Outstandings at any time exceed the Delayed Draw Term Facility, the Borrowers shall immediately prepay Delayed Draw Term Loans in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an aggregate amount equal to such Net Cash Proceeds excess (such prepayments to be applied to the remaining principal repayment installments thereof in inverse order of their maturities). (e) Each prepayment of Loans pursuant to the foregoing provisions of this Section 5.3 (other than subsection (d)) or subsection (g) below shall be applied, first, to the Term Loans (and, if applicable, any Delayed Draw Term Loans and Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender or Delayed Draw Term Lender agrees to receive less than its pro rata share of such prepayment) and second, to the Revolving Credit Facility (without permanent reduction of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve Credit Commitments) in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as manner set forth in subsection (f) of this Section 5.3. Subject to Section 2.9, such prepayments shall be paid to the Reinvestment Notice Lenders pro rata in accordance with respect theretoSection 5.4. (f) Prepayments of the Revolving Credit Facility made pursuant to this Section 5.3 shall be applied, first, ratably to the Letter of Credit Borrowings, second, ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case) and, third, shall be used to Cash Collateralize the remaining Letter of Credit Obligations; and the amount remaining, if any, after the prepayment in full of all Letter of Credit Borrowings and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining Letter of Credit Obligations in full may be retained by the Borrowers for use in the ordinary course of business; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butthat, in the case of assets that are acquired as part of a Permitted Acquisition and subsequently sold by a Borrower or a Subsidiary within thirty (30) days after such Permitted Acquisition, only if such Permitted Acquisition was financed by Revolving Credit Loans, then the mandatory prepayments with respect to such sold assets will be applied first ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case), second, to the Term Loans (and, if applicable, any Delayed Draw Term Loans and Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent required by clause (vany applicable Term Lender or Delayed Draw Term Lender agrees to receive less than its pro rata share of such prepayment) and third, to Cash Collateralize the remaining Letter of Credit Obligations. Upon the definition thereof); provided further, however, in the event an Event drawing of Default any Letter of Credit that has occurred and is continuing after the provisions in this clause (c) become operativebeen Cash Collateralized, the Administrative Agent may, funds held as Cash Collateral shall be applied (without any further action by or shall at notice to or from any Borrower or any other Loan Party) to reimburse the direction of Issuing Lender or the Requisite Revolving Credit Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsas applicable. (dg) Subject Upon the receipt of any Cure Amount, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Cure Amount on or prior to the provisions of clause Cure Expiration Date (csuch prepayments to be applied as set forth in clauses (e) above and Section(f) above).

Mandatory Prepayments. (a) [Intentionally Omitted]. If any Group Member shall incur any Indebtedness (b) Subject to clause (c) below, upon receipt by excluding any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeIndebtedness incurred in accordance with Section 6.2), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence to the prepayment of the Loans as set forth in Section 2.6(f). If any Group Member shall issue any Capital Stock, an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance to the prepayment of the Loans as set forth in Section 2.6(f). (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event relating to Collateral subject to any Security Document (other than (i) Collateral subject to the Junior Current Asset Security Agreement at any time when any loan, letter of credit or commitment is outstanding under the Revolving Loan Agreement and (ii) Collateral to which the provisions of Section 2.6(c) shall apply), then, such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in clause Section 2.6(f) unless (di) below. a Reinvestment Notice shall be delivered in respect thereof and (cii) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date such Net Cash Proceeds are received deposited in a collateral account subject to the control of the Collateral Agent for the benefit of the parties party to the Security Agreement until such time as they are withdrawn by any Loan Party, the Borrower shall not be required to so apply acquire assets having a similar function to those assets which were the subject of the Reinvestment Event; provided, that, on each Reinvestment Prepayment Date, an amount equal to Net Cash Proceeds arising from a the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event to shall be withdrawn from such collateral account and applied toward the extent that all prepayment of the Loans as set forth in Section 2.6(f). (i) If on any date any Group Member shall receive Net Cash Proceeds from all Reinvestment Events do any Recovery Event relating to the Electric Arc Furnace, then (A) if such Recovery Event is not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case result of an Asset Sale) or repair or replace (in the case Event of a Property Loss Event) the soldLoss, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to Group Member shall apply such Net Cash Proceeds to restore, rebuild or replace the Administrative Agent to be held by affected portion of the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent Electric Arc Furnace or (iiB) applied if such Recovery Event is the result of an amount equal to Event of Loss, then such Net Cash Proceeds in repayment shall be applied on such date to the prepayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.6(f). (ii) If the amount required to restore, rebuild or replace the affected portion of the Electric Arc Furnace in accordance with clause (A) of paragraph (c)(i) above is less than the amount of the related Recovery Event Net Cash Proceeds, then on the date the restoration, repair or replacement of the affected portion of the Electric Arc Furnace is deemed complete by the Administrative Agent, such excess Net Cash Proceeds shall be applied to the prepayment of the Loans as set forth in Section 2.6(f) unless a Reinvestment Notice with shall be delivered in respect theretothereof; provided, howeverthat, that to the extent any asset subject if a Reinvestment Notice shall be delivered with respect to such Asset Sale or Property Loss Event constituted Collateralexcess Net Cash Proceeds, any replacement, fixed or alternative assets acquired with then on the date which is six months after the date of delivery of such Reinvestment Notice the amount of the excess Net Cash Proceeds not expended to acquire assets useful in the Borrower's business shall be applied to the prepayment of the Loans as set forth in Section 2.6(f). (d) If, for any fiscal quarter of the Borrower commencing with the fiscal quarter ending March 31, 2004, there shall be Excess Cash Flow, the Borrower shall, upon acquisition thereof by a Warnaco Entityon the relevant Excess Cash Flow Application Date, be subject to a perfected Lien in favor apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Collateral AgentLoans as set forth in Section 2.6(f). Notwithstanding the preceding sentence, in no event shall the Borrower be permitted to retain more than $20,000,000 in Excess Cash Flow generated during any period of four consecutive fiscal quarters (any such excess to be applied on the Excess Cash Flow Application Date to the prepayment of the Loans as set forth in Section 2.6(f)). Each such required prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 5.1 for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only fiscal quarter with respect to which such prepayment is made are required to be delivered to the extent required by clause Lenders and (vii) the date such financial statements are actually delivered. (e) If on any date any Group Member shall receive any payment of the definition thereof); provided further, however, liquidated damages or a similar amount however designated or an amount in the event an lieu thereof or otherwise in settlement of any claim or dispute under any Principal EAF Construction Contract (other than a payment resulting from delays in completion received while no Event of Default has occurred and is continuing after continuing) in excess of $1,000,000 (collectively, "Liquidated Damages"), then on such date the provisions Group Member shall apply such Liquidated Damages to the prepayment of the Loans in this clause accordance with Section 2.6(f) unless (ci) become operative, such Group Member requests that the Administrative Agent maypermit it to apply such Liquidated Damages to repair or restore the equipment to which such Liquidated Damages relates such that it will perform in an acceptable manner or to reimburse any Group Member for so doing, (ii) the Independent Technical Consultant certifies to the Administrative Agent and the Lenders that (x) it is technically feasible to repair or shall at restore such equipment such that it will perform in an acceptable manner and (y) the direction amount of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above applicable Liquidated Damages together with other committed funds available to the ObligationsBorrower for such purpose are sufficient to repair or restore such equipment such that it will perform in an acceptable manner and (iii) no Event of Default has occurred and is continuing. (df) Subject Amounts to be applied in connection with prepayments made pursuant to Section 2.6 shall be applied in accordance with Section 2.12(a). The application of any prepayment pursuant to Section 2.6 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.6 shall be accompanied by accrued interest to the provisions date of clause (c) above and Sectionsuch prepayment on the amount prepaid.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) belowIf on any date TWTC, upon receipt by the Borrower or any Loan Party of Subsidiary shall receive Net Cash Proceeds (but only if at the time in excess of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)$50,000,000 from any Asset Sale or Recovery Event then, the Borrower unless a Reinvestment Notice shall within one Business Day after such receipt prepay the Loans (or provide cash collateral be delivered in respect of Letters of Credit as set forth in clause thereof within thirty (d30) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of after the receipt of such Net Cash Proceeds, such Net Cash Proceeds by a shall be applied, pursuant to Section 2.12(b), toward the prepayment of the Term Loan Party and, pending application B Loans of each Term Loan B Lender that accepts an offer of such proceedsprepayment as set forth in Section 2.12(b). If a Reinvestment Notice has been delivered with respect to a Reinvestment Event, then on the Borrower has either (i) paid relevant Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to such Net Cash Proceeds Reinvestment Event shall be applied toward the prepayment of the Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment as set forth in Section 2.12(b). Any prepayments of the Term Loan B Loans of each Term Loan B Lender that accepts an offer of such prepayment shall be made prior to the time when the Borrower is required to make an “Offer to Purchase” (as defined in each of the 2018 Senior Note Indenture and the 2022 Senior Note Indenture) pursuant to Section 4.11(c) of the 2018 Senior Note Indenture or the 2022 Senior Note Indenture, respectively, or any equivalent provision of any other Indenture or any Indebtedness of TWTC permitted under Section 7.2(s). (b) With respect to the amount of any mandatory prepayment described in Section 2.12(a) (such amount, the “Term Loan B Prepayment Amount”), the Borrower will, on the date specified in Section 2.12(a) for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Loan B Lender a notice (each, a “Prepayment Option Notice”). As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Loan B Lender a Prepayment Option Notice, which shall be in the form of Exhibit I-1, and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is five Business Days after the date of the Prepayment Option Notice, the relevant Term Loan B Loans of such Term Loan B Lender by an amount equal to the portion of the Term Loan B Prepayment Amount indicated in such Term Loan B Lender’s Prepayment Option Notice as being applicable to such Term Loan B Lender’s Term Loan B Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the Administrative Agent for the account of the relevant Term Loan B Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loan B Loans in respect of which such Term Loan B Lenders have accepted prepayment as described above and the Borrower shall be entitled to retain the remaining portion of the Term Loan B Prepayment Amount not accepted by the relevant Term Loan B Lenders. (c) Amounts to be held applied in connection with prepayments made as so accepted by the Term Loan B Lenders pursuant to Section 2.12(b) shall be applied to the prepayment of the Term Loan B Loans in accordance with Section 2.18(c). The application of any prepayment pursuant to Section 2.12 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loan B Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (d) Notwithstanding the foregoing, if any Permitted Notes have been issued as First Lien Debt, then the Borrower may, to the extent required pursuant to the Permitted Notes Documents, prepay Term Loan B Loans and purchase such Permitted Notes (at a purchase price no greater than par plus accrued and unpaid interest) on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loan B Loans and such Permitted Notes as of the time of the applicable Asset Sale or Recovery Event. (e) If, during the first six (6) months following the Closing Date, any of the following occurs (any such event, a “Repricing Transaction”): (i) any prepayment or repayment of the Term Loan B Loans borrowed on the Closing Date with the proceeds of, or any conversion of Term Loan B Loans borrowed on the Closing Date into, any new or replacement Indebtedness bearing interest with an “effective yield” that is less than the “effective yield” applicable to all or a portion of the Term Loan B Loans borrowed on the Closing Date subject to such prepayment or repayment (as such comparative “effective yields” are determined by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Partiesbut, in each case, having (A) including the priority described effect of upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount with respect to the Term Loan B Loans subject to such Repricing Transaction and such new or replacement Indebtedness and (B) excluding the effect of any arrangement, structuring, syndication or other fees payable in Section 4.20 connection therewith that are not shared with all lenders or holders of the Terms Loan B Loans subject to such Repricing Transaction and all the lenders or holders of such new or replacement Indebtedness, as the case may be); or (ii) any amendment to this Agreement and which reduces the Collateral Documents “effective yield” (butas determined in accordance with clause (i) above) applicable to all or a portion of the Term Loan B Loans borrowed on the Closing Date; then the Borrower will pay a premium (a “Call Premium”), for the ratable account of each Term Loan B Lender whose Term Loan B Loans are subject to such Repricing Transaction, in the case of a Permitted Acquisition, only an amount equal to the extent required by clause one percent (v1.0%) of the definition thereofaggregate principal amount of the Term Loan B Loans subject to such Repricing Transaction (it being understood that any such Call Premium with respect to a Repricing Transaction under clause (ii) above shall be paid to each Non-Consenting Lender that is replaced in such Repricing Transaction pursuant to Section 2.23(c)); provided further, however, that no Call Premium shall be paid in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction connection with any Repricing Transaction resulting from a repayment of the Requisite LendersTerm Loan B Loans borrowed on the Closing Date in connection with a refinancing, apply all amounts in repayment or prepayment with proceeds of any issuance of Indebtedness that is also used to concurrently finance a Material Acquisition or Term Loan B Change of Control. Such Call Premium shall be due and payable within three (3) Business Days of the Cash Collateral Account referred to above to date of the Obligationseffectiveness of such Repricing Transaction. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Subject to the provisions of paragraphs (d) and (h) below, following any issuance of debt obligations of the Company or any of its Subsidiaries (other than Indebtedness of the Company or any of its Subsidiaries permitted to be issued under subsection 13.2) an amount equal to 100% of the net proceeds of such debt issuance shall, unless the Company and the Required Application Lenders otherwise agree, be applied by the Company in the following order of priority, except as such order of priority may be modified by agreement of the Company and the Required Application Lenders: first, to the ratable prepayment of the Term Loans (in the manner set forth in subsection 8.6(d)) and second, to permanently reduce the Revolving Credit Commitments in the manner set forth in subsection 8.4(a) (and, to the extent that the Aggregate Revolving Credit Extensions of Credit plus the then outstanding principal amount of the Swing Line Loans exceed the Revolving Credit Commitments as so reduced, such net proceeds shall be applied to the prepayment of the Revolving Credit Loans and the Swing Line Loans and the cash collateralization of the Letters of Credit in accordance with subsection 8.4 in an amount equal to such excess) and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof). (b) Subject to clause the provisions of paragraphs (cd) and (h) below, upon receipt following the establishment of any Permitted Receivables Financing by the Company or any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)its Subsidiaries, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of the net proceeds of such Net Cash Proceeds Permitted Receivables Financing that are not applied to prepay, redeem or acquire the Existing Convertible Subordinated Notes (or a portion thereof) shall, unless the Company and the Required Application Lenders otherwise agree, be applied by the Company in the following order of priority, except as such order of priority may be modified by agreement of the Company and the Required Application Lenders: first, to the ratable prepayment of the Term Loans (in the manner set forth in clause subsection 8.6(d) and second, to permanently reduce the Revolving Credit Commitments in the manner set forth in subsection 8.4(a) (dand, to the extent that the Aggregate Revolving Credit Extensions of Credit plus the then outstanding principal amount of the Swing Line Loans exceed the Revolving Credit Commitments as so reduced, such net proceeds shall be applied to the prepayment of the Revolving Credit Loans and the Swing Line Loans and the cash collateralization of the Letters of Credit in accordance with subsection 8.4 in an amount equal to such excess) belowand, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof). (c) Subject to paragraphs (d), (e), (f), (g) and (h) below, within 30 days following receipt by the Company or any of its Subsidiaries of Net Proceeds from any Asset Sale by the Company or any of its Subsidiaries, an amount equal to 100% of the Net Proceeds of such Asset Sale shall, unless the Company and the Required Application Lenders otherwise agree, be applied by the Company in the following order of priority, except as such order of priority may be modified by agreement of the Company and the Required Application Lenders: first, to the ratable prepayment of the Term Loans (in the manner set forth in subsection 8.6(d)) and second, to permanently reduce the Revolving Credit Commitments in the manner set forth in subsection 8.4(a) (and, to the extent that the Aggregate Revolving Credit Extensions of Credit plus the then outstanding principal amount of the Swing Line Loans exceed the Revolving Credit Commitments as so reduced, such net proceeds shall be applied to the prepayment of the Revolving Credit Loans and the Swing Line Loans and the cash collateralization of the Letters of Credit in accordance with subsection 8.4 in an amount equal to such excess) and, if so required by the applicable Incremental Facility Activation Notice(s), the Incremental Revolving Loans (with any such prepayments of Incremental Revolving Loans permanently reducing the applicable Incremental Revolving Loan Commitments in the amount thereof). Notwithstanding the above, (i) so long as any Existing Convertible Subordinated Notes remain outstanding, the Company may elect to apply the Net Proceeds from any Asset Sale within 24 months after receipt thereof to repay the Existing Convertible Subordinated Notes (or a portion thereof) prior to any repayment of the Loans and reduction of Commitments specified above or reinvestment pursuant to subsection 13.6(e) or (f), (ii) the Company may elect to apply Net Proceeds to prepay the Term Loans at any time in accordance with this subsection 8.6(c) and (iii) the prepayment requirement under this subsection 8.6(c) (x) shall not apply to an Asset Sale if at the time of receipt of Net Proceeds from such Asset Sale the Consolidated Total Net Leverage Ratio as of the most recently completed period of four consecutive fiscal quarters ending prior to such date for which the financial statements and certificates required by subsections 12.1 and 12.2 (including any certificate described in clause (ii) of the second sentence of subsection 12.1) have been delivered or for which comparable financial statements have been filed with the Securities and Exchange Commission is less than 5.0 to 1.0, and (y) shall be subject to the reinvestment rights provided in subsections 13.6(e) and (f). (d) Partial prepayments of the Term Loans pursuant to subsection 8.6 shall be applied first, to the next four installments thereof scheduled to be paid in direct order, and second, to the remaining installments on a pro rata basis. Subject to clause first of the immediately preceding sentence and paragraph (d) below, prepayments applicable to the Tranche A Term Loans, the Tranche B Term Loans and the Incremental Term Loans shall be made on a pro rata basis based on the aggregate amount of such Term Loans then outstanding. Notwithstanding the foregoing, Incremental Term Loans shall be entitled to participate in mandatory prepayments under paragraphs (a) and (b) aboveabove and in accordance with the two immediately preceding sentences only if required by the applicable Incremental Facility Activation Notice(s). (e) Upon receipt by the Administrative Agent of the amounts required to be paid pursuant to paragraph (c) above from any Asset Sale consisting of the sale of all of the shares of capital stock of any Subsidiary Guarantor (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with clause (g) of this subsection 8.6), (1) the obligations of such Subsidiary Guarantor under its Guarantee shall automatically be discharged and released without any further action by the Administrative Agent or any Lender, and (2) the Administrative Agent and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such discharge and release. (f) Upon receipt by the Administrative Agent of the amounts required to be paid pursuant to paragraph (c) above from any Asset Sale consisting of the sale of shares of capital stock of any Subsidiary Guarantor or any Subsidiary of the Company (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with clause (g) of this subsection 8.6), (1) the Administrative Agent shall release to the Company, without representation, warranty or recourse, express or implied, those of such shares of capital stock of such Subsidiary Guarantor or Subsidiary held by it as Pledged Stock (as defined in the Company Pledge Agreement) and (2) the Administrative Agent and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such release. (g) Notwithstanding anything to the contrary contained in this subsection 8.6, so long as no Default or Event of Default has occurred or is continuing or would result therefrom, the Company may elect, by notice to the Administrative Agent, to retain, without compliance with respect thereto with any of the provisions of this subsection 8.6, up to $40,000,000 in the aggregate of Net Proceeds from Asset Sales occurring after the Closing Date which the Company would otherwise be required to apply to prepayment of the Term Loans and the reduction of the Incremental Revolving Loan Commitments and Revolving Credit Commitments, and the Term Loans need not be prepaid nor the Incremental Revolving Loan Commitments and Revolving Credit Commitments reduced by such amount. (h) Prepayments of Eurodollar Loans pursuant to this subsection 8.6, if not on the last day of the Interest Period with respect thereto, shall, at the Company’s option, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operativecontinuing, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject be prepaid subject to the provisions of subsection 8.21 or such prepayment (after application to any ABR Loans, in the case of prepayments by the Company) shall be deposited with the Administrative Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Administrative Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds. After such application, unless a Default or an Event of Default shall have occurred and be continuing, any remaining interest earned on such cash collateral shall be paid to the Company. (i) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent. (j) Upon consummation by the Company or any Subsidiary of a Permitted Minority-Interest Transfer, (i) the Administrative Agent shall release to the Company, without representation, warranty or recourse, those shares of capital stock of the Subsidiary that are the subject of such Permitted Minority-Interest Transfer as permitted in clauses (1) and (2) of subsection 8.6(f) and shall release any Pledged Note theretofore pledged, provided that the conditions set forth in clause (ca)(iii) above and Section(iv) of the definition of Permitted Minority-Interest Subsidiaries shall have been satisfied, and (ii) if such Subsidiary whose shares are the subject of such Permitted Minority-Interest Transfer is a Subsidiary Guarantor, the obligations of such Subsidiary under its Subsidiary Guarantee shall automatically be discharged and released as provided in clauses (1) and (2) of subsection 8.6(e) above.

Mandatory Prepayments. (a) [Intentionally Omitted].The Borrower shall prepay the TIFIA Loan in whole or in part, without penalty or premium: (bi) Subject on each Transfer Date occurring on or after the earlier to clause occur of (cA) belowFebruary 1, upon receipt by any Loan Party of Net Cash Proceeds 2035 and (but only if at B) the time of such receipt the Available Credit date on which Segment 2 is less than 25% of the Aggregate Borrowing Limit at such time)opened for tolled vehicular traffic, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% fifty percent (50%) of such Net Cash Proceeds as set forth the amount remaining in clause the Pledged Revenues Account after giving effect to the payments in clauses (di) below. (c) Notwithstanding clause (b) abovethrough [_] of Section [303(c)] of the Indenture, as long as no Event of Default shall have occurred or be continuing reflected in Schedule IV hereto, on the date Net Cash Proceeds are received by any Loan Partysuch Transfer Date, and the Borrower shall not be required to so apply an transfer such amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in TIFIA Loan Prepayment Account and cause the aggregate since the Closing Date) and are actually used (or have been contractually committed Trustee to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of transfer such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds amounts to the Administrative Agent TIFIA Lender to be held by prepay the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or TIFIA Loan on such date; and (ii) applied an amount equal to such Net Cash Proceeds following the determination thereof in repayment of accordance with the Revolving Loans and the Administrative Agent shall have established an Availability Reserve Indenture, in the amount of such repayment, which reserve any Net Loss Proceeds. The Borrower shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier provide written notice to the extent TIFIA Lender at least two (2) Business Days prior to the date on which it makes any mandatory prepayment; provided that Revolving Loans up the Borrower’s failure to deliver such notice shall not diminish, impair or otherwise affect the Borrower’s obligation to make any such mandatory prepayment as and when the circumstances requiring such mandatory prepayment have occurred. Each prepayment pursuant to this Section 10(a) (Mandatory Prepayments) shall be effected pursuant to Sections [ ] of the Indenture (as applicable) and accompanied by a certificate signed by the Borrower’s Authorized Representative identifying the provision of this Agreement pursuant to which such prepayment is being made and containing a calculation in reasonable detail of the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsprepayment. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. If at any time the Total Revolving Credit Outstandings exceed the Revolving Credit Facility, the Parent shall immediately prepay (bor cause to be prepaid) Subject to clause (c) belowRevolving Credit Loans, upon receipt by Swing Line Loans or Cash Collateralize the L/C Obligations, or any Loan Party of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% combination of the Aggregate Borrowing Limit at such time)foregoing, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect theretoexcess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(a) unless after the prepayment in full of the Revolving Credit Loans and the Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. (b) If a Borrower or any of its Subsidiaries receives Net Cash Proceeds in excess of $2,500,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then (i) on the next Business Day following the date of receipt by such Borrower or the applicable Subsidiary of such Net Cash Proceeds and (ii) subject to Section 2.06(e), the Parent shall prepay (or cause to be prepaid) the Loans by an amount equal to the extent amount of Net Cash Proceeds so received, as set forth in Section 2.06(d); provided, however that at the election of the Parent, and so long as no Default shall have occurred and be continuing, the applicable Borrower, the applicable Subsidiary or any asset subject Loan Party (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with the following requirements: (w) the Parent shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the applicable Borrower and/or any such Asset Sale permitted Subsidiary intends to reinvest all or Property Loss any portion of such Net Cash Proceeds in accordance with this Section 2.06(b), (x) the applicable Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing in each case, within 365 days after the receipt of the applicable Net Cash Proceeds, (y) the applicable Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall, in the case of any Disposition of, or Recovery Event constituted with respect to, any Collateral, reinvest such proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any replacement, fixed or alternative assets acquired Equity Interests purchased with Net Cash Proceeds shall, upon acquisition thereof of Collateral pursuant to this Section 2.06(b) must be issued by a Warnaco Entity, be subject to a perfected Lien in favor Person organized under the laws of any political subdivision of the Collateral United States), and (z) the Parent shall prepay (or cause to be prepaid) the Loans, as set forth in Section 2.06(d), with any portion of such Net Cash Proceeds not expended in accordance with this Section 2.06(b) within such period. Pending the application of any such Net Cash Proceeds, the Parent may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, in each casehas a perfected first priority security interest, having the priority described in Section 4.20 subject only to Permitted Liens. The provisions of this Agreement Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $5,000,000, the Parent shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Parent has actual knowledge that a Recovery Event has occurred. (c) If any Indebtedness shall be issued or incurred by a Borrower or any of its Subsidiaries (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) – (f) and the Collateral Documents (but, in the case of a Permitted Acquisition, only h) – (n) and Indebtedness incurred pursuant to Section 7.03(g) to the extent provided below), then on the next Business Day following receipt by such Borrower or the applicable Subsidiary of the Net Cash Proceeds from such issuance or incurrence, the Parent shall prepay (or cause to be prepaid) the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d). If any Indebtedness shall be issued or incurred by a Borrower or any of its Subsidiaries in accordance with Section 7.03(g) resulting in Net Cash Proceeds in an amount (in the aggregate for all such Net Cash Proceeds) in excess of $100,000,000, then on the next Business Day following receipt by such Borrower or the applicable Subsidiary of the Net Cash Proceeds from such issuance or incurrence, the Parent shall prepay (or cause to be prepaid) the Loans by an amount equal to 50% of the amount of such Net Cash Proceeds (to the extent in excess of $100,000,000 as provided above), as set forth in Section 2.06(d). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by a Borrower or any of its Subsidiaries not otherwise permitted hereunder. (d) Each prepayment of Loans pursuant to the foregoing provisions of Section 2.06 shall be applied, first, to the prepayment of the Term Loans to the Term Lenders on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below. Any prepayment of a Loan pursuant to this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. The amount of each prepayment of the Term Loans pursuant to this Section 2.06 shall be applied ratably to the then remaining installments of the Term Loans. (e) Notwithstanding any of the other provisions of clause (b) or (c) of this Section 2.06, so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing: (i) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Parent may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (vb) or (c) of this Section 2.06 to be applied to prepay Loans exceeds $5,000,000. During such deferral period the definition thereofParent may apply (or cause to be applied) all or any part of such aggregate amount to prepay Revolving Credit Loans, and each Borrower may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f); provided further, however, in the event or an Event of Default has occurred during any such deferral period, the Parent shall immediately prepay (or cause immediately to be prepaid) the Loans in the amount of all Net Cash Proceeds received by any Borrower or its Subsidiaries and is continuing after other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.06 (without giving effect to the provisions in first and second sentences of this clause (e)) but which have not previously been so applied. (ii) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) become operativeof this Section 2.06, the Parent may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Administrative Agent may, or shall and at the direction of the Requisite LendersRequired Lenders shall, apply all amounts prepay the Loans in the amount of all Net Cash Collateral Account referred to above to the ObligationsProceeds and proceeds thereof on deposit in, or credited to, such deposit account. (df) Subject Prepayment of the Revolving Credit Facility made pursuant to this Section 2.06, first, shall be applied ratably to the provisions L/C Borrowings and the Swing Line Loans, second, shall be applied ratably among the Revolving Credit Lenders to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of clause all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the applicable Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (cwithout any further action by or notice to or from any Borrower or any other Loan Party) above and Sectionto reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as applicable.

Mandatory Prepayments. After the First Lien Facilities have been paid in full and the Revolving Credit Facility commitments have been terminated, loans shall be prepaid and/or commitments reduced (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at in the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as order set forth in clause (d) below) in an amount equal to (a) 100% of such Net Cash Proceeds as set forth the net aftertax cash proceeds received from the sale or other disposition of all or any part of the assets of Parent, Borrower or any of their respective subsidiaries after the Closing Date other than sales of inventory in clause the ordinary course of business and other exceptions to be agreed, including reinvestment rights to be agreed with respect to specified assets, (db) below. 100% of the net cash proceeds received by Parent, Borrower or any of their respective subsidiaries from the issuance of debt or preferred stock after the Closing Date, in each case other than exceptions to be agreed, (c) Notwithstanding clause 50% of the net cash proceeds received from the issuance of common equity (bincluding, but not limited to, upon the exercise of warrants and options) aboveby, as long as no Event or equity contributions to, Parent, Borrower or any of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since their respective subsidiaries after the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such Date other than any proceeds, the Borrower has either : (i) paid an amount equal applied to such Net Cash Proceeds to costs associated with the Administrative Agent to be held by development of the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent Davidson Project, or (ii) applied an amount equal used to such Net Cash Proceeds satisfy Parent’s obligations to make contingency payments under the Acquisition Agreement (as in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx effect on the Reinvestment Prepayment Date applicable Closing Date), (d) 100% of all casualty and condemnation proceeds in excess of amounts applied promptly to replace or restore any properties in respect of which such Net Cash Proceeds proceeds are paid to Parent, Borrower or earlier to the extent that Revolving Loans up to the amount any of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Partiestheir respective subsidiaries, in each casecase subject to exceptions to be agreed, having including the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) consent of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the First Lien Administrative Agent mayto other uses to be agreed, or shall at the direction and (e) 75% of the Requisite Lenders, apply all amounts excess cash flow of Borrower and its subsidiaries (to be defined in the Cash Collateral Account referred a manner to above to the Obligations. (d) Subject to the provisions of clause (c) above and Sectionbe agreed)

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by Before any Loan Party optional or mandatory prepayment of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Borrowings hereunder, the Borrower shall within select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (h) of this Section. Optional prepayments shall be applied to such Classes of Term Loans as directed by the Borrower in the notice of prepayment, provided that such prepayments of any Class of Term Loan shall be applied in accordance with the second sentence of Section 2.10(i). In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class remain outstanding, the aggregate amount of such prepayment shall be allocated among the Term Borrowings of each Class pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class, provided however that any Tranche B-1 Lender, Tranche B-2 Lender, Tranche B-3 Lender and any Tranche B-4 Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day after prior to the prepayment date, to decline all or any portion of any prepayment of its Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans or Tranche B-4 Term Loans, as applicable, pursuant to this Section (other than an optional prepayment pursuant to paragraph (a) of this Section which may not be declined), in which case the aggregate amount of the prepayment that would have been applied to prepay Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans or Tranche B-4 Term Loans of any such receipt Class but was so declined shall be applied to prepay Term Borrowings of the Loans other Classes on a ratable basis (or provide cash collateral in respect subject to the rights of Letters of Credit the Tranche B-1 Lenders, Tranche B-2 Lenders, Tranche B-3 Lenders and Tranche B-4 Lenders to decline such payments as set forth in clause (dthis proviso) below) in an amount equal until no Term Borrowings of any other Class remain outstanding. Any excess Net Proceeds after application to 100% such other Classes shall be applied to prepay any outstanding Tranche B-2 Term Loans. All optional or mandatory prepayments of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event Revolving Borrowings made at a time when Revolving Borrowings of Default more than one Class remain outstanding shall have occurred or be continuing allocated among the Revolving Borrowings of each Class pro rata based on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an aggregate principal amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (of outstanding Borrowings of each such Class. All optional or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case mandatory prepayments of a Property Loss Event) Revolving Borrowing shall be applied in accordance with the sold, damaged or taken property within 180 days second sentence of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof2.10(i); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligations. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock (other than any Capital Stock issued by the Borrower which yields Qualified Net Cash Equity Proceeds) shall be issued by the Borrower or any of its Subsidiaries at such time when the Consolidated Leverage Ratio (determined as at the end of the most recent period of four consecutive fiscal quarters ended prior to the required date of prepayment for which the relevant financial information is available on a pro forma basis as if such issuance had occurred on the first day of such period) is greater than or equal to 1.50 to 1.00, an amount equal to 25% of the Net Cash Proceeds thereof shall be applied within two Business Days following the date of such issuance (or with respect to Net Cash Proceeds at one time constituting Qualified Net Cash Equity Proceeds, failure to constitute Qualified Net Cash Equity Proceeds) toward the prepayment of the Term Loans. (b) Subject to clause Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (c) belowincluding any Indebtedness incurred in accordance with Section 7.2(f)(iii), upon receipt by any Loan Party of other than Indebtedness which yields Qualified Net Cash Debt Proceeds (in an aggregate amount not to exceed $175,000,000, but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeexcluding any other Indebtedness incurred in accordance with Section 7.2), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such the Net Cash Proceeds as set forth in clause thereof shall be applied on the date of such incurrence (dor with respect to Net Cash Proceeds at one time constituting Qualified Net Cash Debt Proceeds, failure to constitute Qualified Net Cash Debt Proceeds) belowtoward the prepayment of the Term Loans. (c) Notwithstanding clause (b) aboveUnless the Required Prepayment Lenders shall otherwise agree, as long as no Event if on any date the Borrower or any of Default its Subsidiaries shall have occurred or be continuing on the date receive Net Cash Proceeds are received by from any Loan PartyAsset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 75% of such Net Cash Proceeds shall be applied within two Business Days following such date toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $25,000,000 in any fiscal year of the Borrower, and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event prepay the Term Loans in accordance with this paragraph (c) except to the extent that all the Net Cash Proceeds from all Reinvestment Events do Asset Sales which have not exceed been so applied equals or exceeds $50,000,000 (10,000,000 in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsaggregate. (d) Subject Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow and the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to 1.50 to 1.00, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply 50% (or, if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 1.50 to 1.00 but greater than or equal to 1.00 to 1.00, 25%) of such Excess Cash Flow toward the prepayment of the Term Loans. 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 (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the provisions Lenders and (ii) the date such financial statements are actually delivered. (e) The application of clause any prepayment of Loans pursuant to this Section 2.11 shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.11 (cexcept in the case of Revolving Loans that are ABR Loans and Swingline Loans) above and Sectionshall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) [Intentionally Omitted]If any Indebtedness shall be incurred by the Company or any of its Subsidiaries after the Closing Date (excluding (i) the proceeds of a Permitted Receivables Financing, and (ii) any other permitted Indebtedness incurred in accordance with Section 7.2), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(c). (b) Subject If on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (or will be delivered concurrently with the next Compliance Certificate to clause be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.13(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 2.13(c). (c) belowThe application of any prepayment pursuant to Section 2.13(a) or (b) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. Partial prepayments of the Term Loans pursuant to this Section 2.13 shall be applied to the remaining installments thereof in the direct order of maturity. The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, upon receipt first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by any Loan Party of Net Cash Proceeds (but only if at accrued interest to the time date of such receipt prepayment on the Available amount prepaid. (d) If at any time the Total Revolving Extensions of Credit is less than 25% exceeds the Total Revolving Commitments (including as a result of a change in the Aggregate Borrowing Limit at such time)Exchange Rate for the purchase of Dollars with a Foreign Currency) for a period of ten consecutive Business Days, the Borrower shall Borrowers shall, within one Business Day after such receipt of notice thereof from the Administrative Agent , prepay the Revolving Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds excess or earlier cash collateralize L/C Obligations in respect of any Letters of Credit to the extent that Revolving Loans up necessary to the amount of eliminate any such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsexcess. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If any Indebtedness shall be incurred or issued by any Group Member after the Closing Date (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence or issuance toward the prepayment of the Term Loans and accrued and unpaid interest thereon as set forth in Section 4.2(e). (b) Subject to clause (c) below, upon receipt by If on any Loan Party of date any Group Member shall receive Net Cash Proceeds (but only if at the time in excess of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)$5,000,000 in any fiscal year from any Asset Sale or Recovery Event then, the Borrower unless a Reinvestment Notice shall within one Business Day after such receipt prepay the Loans (or provide cash collateral be delivered in respect of Letters of Credit as set forth in clause (d) below) in thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans and accrued and unpaid interest thereon as set forth in clause (d) belowSection 4.2(e); 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 and accrued and unpaid interest thereon as set forth in Section 4.2(e). (c) Notwithstanding clause [reserved]. (bd) above[reserved]. (e) Unless any Increase Term Joinder or any other amendment governing any Incremental Term Loans, any Replacement Term Loans and/or any term loans provided by an Extending Term Lender provides that Incremental Term Loans, Replacement Term Loans or such term loans provided by an Extending Term Lender, as long as no Event applicable, shall participate on a less than pro rata basis with the Initial Term Loans in connection with prepayments pursuant to this Section 4.2, each prepayment of Default Term Loans pursuant to this Section 4.2 shall have occurred or be continuing applied on a pro rata basis between the Initial Term Loans and each Additional Term Facility then outstanding based on the date Net Cash Proceeds are received aggregate principal amount of the Term Loans under each such Term Facility then outstanding (provided, that any prepayment of Term Loans with the net proceeds of an Incremental Term Facility or Replacement Term Loans incurred for the purpose of refinancing or replacing such Term Loans shall be applied to the Term Loans of the applicable Term Facility being refinanced or replaced). With respect to Term Loans under any Term Facility, amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans of such Term Facility as directed by the Borrower (or, in 50 (f) Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any Loan Partyprepayment of Term Loans required to be made by the Borrower pursuant Section 4.2(b), to decline all (but not a portion) of its share of such prepayment (such declined amounts, the Borrower shall not “Declined Proceeds”), in which case such Declined Proceeds may be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event retained by the Borrower; provided, that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 4.2(a) above to the extent that all such prepayment is made with the Net Cash Proceeds from of any Permitted Refinancing incurred to refinance all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days portion of the receipt of such Net Cash Proceeds by Term Loans. If any Lender fails to deliver a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds notice to the Administrative Agent of its election to be held decline receipt of its share of any mandatory prepayment within the time frame specified by the Administrative Agent in Agent, such failure will be deemed to constitute an acceptance of such Lender’s share of the total amount of such mandatory prepayment of Term Loans. (g) Notwithstanding the foregoing, to the extent that (and for so long as) the repatriation to the Borrower as a Cash Collateral Account designated distribution or dividend of any amounts required to mandatorily prepay the Term Loans pursuant to Section 4.2(b) above that are attributable to any Foreign Subsidiary are (i) prohibited or delayed by applicable local Requirements of Law from being repatriated to the Administrative Agent jurisdiction of organization of the Borrower or (ii) applied an amount equal to would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the calculation of Net Cash Proceeds in repayment shall be reduced by such Restricted Amount; provided, that once such repatriation of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of any such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such affected Net Cash Proceeds or earlier to is (x) permitted under the extent that Revolving Loans up applicable local Requirements of Law and/or (y) would no longer result in such material and adverse Tax liability, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsreduction. (d) Subject to the provisions of clause (c) above and Section