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. (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]In each Fiscal Year: (i) the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds paid to the Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the US Dollar equivalent thereof) in such Fiscal Year; and (ii) if, at any time during such Fiscal Year, the amount of Shared Proceeds received in such Fiscal Year by the Company and its Subsidaries and paid to the Mandatory Prepayment Indebtedness pursuant to this Section 2.05 exceeds US$50,000,000 (or the US Dollar equivalent thereof) (the “Shared Proceeds Trigger” for such Fiscal Year), then after the Shared Proceeds Trigger and until the last day of such Fiscal Year, the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Permitted Prepayment Asset Sale Proceeds of any Permitted Prepayment Asset Sales received by the Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any “Default” or “Event of Default” is continuing under, and as defined in, the Major Derivative Counterparty Loan or the BBVA Loan, the Company shall and shall cause each of its Subsidiaries to prepay 100% of the Net Cash Proceeds of any Pledged Entity Asset Sales to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, in the case of clauses (i) and (ii) above, if and for so long as no Default or Event of Default is continuing hereunder and the Company has delivered a Reinvestment Certificate within the applicable Required Payment Period for such Permitted Prepayment Asset Sale, up to 50% of the Shared Permitted Prepayment Asset Sale Proceeds (other than the Disposition of any of the Banorte Shares) may be used for Investments in long-term productive assets used in the Company’s Core Business during the Reinvestment Period for such Permitted Prepayment Asset Sale; provided, further, that any such amount of Shared Permitted Prepayment Asset Sale Proceeds used for Investments in long-term productive assets used in the Company’s Core Business shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Permitted Prepayment Asset Sale Proceeds is not ultimately applied to such Investments within the Reinvestment Period pursuant to the preceding proviso, any remaining portion of such Shared Permitted Prepayment Asset Sale Proceeds shall be applied to prepay the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above, on the Required Repayment Date. Notwithstanding anything herein to the contrary, 100% of the Net Cash Proceeds of any Disposition of any of the Banorte Shares shall be applied to the prepayment of the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above, within the applicable Required Payment Period, and none of the Net Cash Proceeds thereof may be used for Investments in long-term productive assets in the Company’s Core Business or any purpose other than prepayment of the Mandatory Prepayment Indebtedness or Other Prepayment Indebtedness, as applicable. (b) Subject In each Fiscal Year: (i) the Company shall, and shall cause each of its Subsidiaries to, prepay 100% of Shared Casualty Event Proceeds to clause the Mandatory Prepayment Indebtedness within the applicable Required Payment Period until such time that the amount of Shared Proceeds received by the Company and its Subsidiaries exceeds US$50,000,000 (cor the US Dollar equivalent thereof) belowin such Fiscal Year; and (ii) if, upon receipt by at any Loan Party of Net Cash time during such Fiscal Year, a Shared Proceeds (but only if at Trigger occurs, then after such Shared Proceeds Trigger and until the time last day of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)Fiscal Year, the Borrower Company shall, and shall within one Business Day after such receipt cause each of its Subsidiaries to, 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 Shared Casualty Event Proceeds received by the Company after such Shared Proceeds Trigger to the Other Prepayment Indebtedness within the applicable Required Payment Period; provided that, notwithstanding the foregoing, if and for so long as any “Default” or “Event of Default” is continuing under, and as defined in, the Major Derivative Counterparty Loan or the BBVA Loan, the Company shall and shall cause each of its Subsidiaries to prepay 100% of the Net Cash Proceeds of any Pledged Entity Casualty Event to the Mandatory Prepayment Indebtedness within the applicable Required Payment Period; provided that, if and for so long as set forth no Default or Event of Default is continuing hereunder, and (i) the Shared Casualty Events Proceeds of any Casualty Event do not exceed (A) US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the holders of more than 50% of the then aggregate outstanding principal amount of the Major Derivative Counterparty Loan (such consent not to be subject to a fee or to be unreasonably withheld) or (B) US$55,000,000 (or the US Dollar Equivalent thereof) in clause any event and (dii) belowthe Company has (A) filed a claim in respect of such Casualty Event within five (5) Business Days thereof and (B) delivered a Casualty Certificate within ten (10) Business Days following the filing of such claim, all (but no more than US$10,000,000 (or the US Dollar Equivalent thereof) without the written consent of the holders of more than 50% of the then aggregate outstanding principal amount of the Major Derivative Counteryparty Loan or US$55,000,000 (or the US Dollar Equivalent thereof) in any event) of such Shared Casualty Events Proceeds from such Casualty Event may be used to Restore any such affected Properties during the Reinvestment Period; provided, further, that any such amount of Shared Casualty Events Proceeds from such Casualty Event used to Restore any such affected Properties shall not be counted against the thresholds in clauses (i) and (ii) above; provided, further, that if all or any portion of such Shared Casualty Events Proceeds from such Casualty Event is not ultimately applied to Restore any affected Properties within the Reinvestment Period pursuant to the preceding proviso, any remaining portion of such Shared Casualty Events Proceeds from such Casualty Event shall be applied to prepay the Mandatory Prepayment Indebtedness or the Other Prepayment Indebtedness, as applicable pursuant to the thresholds in clauses (i) and (ii) above, on the Required Repayment Date. (c) Notwithstanding clause (b) aboveThe Company shall, as long as no Event and shall cause each of Default shall have occurred or be continuing on its Subsidiaries to, apply 100% of the date Net Cash Proceeds are received of the issuance of any Indebtedness of the Company or any of its Subsidiaries (other than the issuance of Indebtedness permitted 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 Section 7.16 (in the aggregate since the Closing Date) and are actually used (or have been contractually committed to be usedLimitations on Incurrence of Additional Indebtedness)) 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 prepayment of the Other Prepayment Indebtedness within five (5) Business Days following 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 If the Company incurs any Permitted Refinancing Indebtedness with respect to any Other Prepayment Indebtedness (including any partial Refinancings thereof), and such Permitted Refinancing Indebtedness consists of: (i) Permitted Refinancing Indebtedness raised in the debt capital markets, the Company shall apply 100% of the Net Cash Proceeds of such Permitted Refinancing Indebtedness to prepayment of the Other Prepayment Indebtedness within five (5) Business Days following the receipt thereof; or (ii) any other Permitted Refinancing Indebtedness, the Company shall apply 100% of the Net Cash Proceeds of such Permitted Refinancing Indebtedness to the provisions prepayment of clause Mandatory Prepayment Indebtedness within five (c5) above Business Days following the receipt thereof. (e) Any mandatory prepayment of Other Prepayment Indebtedness shall be made on a pro rata basis according to the Other Prepayment Pro Rata Amounts for such Other Prepayment Indebtedness. (f) Any mandatory prepayment of the Loans shall be paid in US Dollars and Sectionapplied to all Minor Derivative Counterparty Loans on a pro rata basis according to each Minor Derivative Counterparty’s Pro Rata Share.

Mandatory Prepayments. (a) [Intentionally Omitted]. If any Indebtedness shall be incurred or issued by the Borrower or any Restricted Subsidiary after the Acquisition Effective Date (b) Subject to clause (c) belowother than Excluded Indebtedness but including, upon receipt by for the avoidance of doubt, 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 timeReplacement Facility), 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 promptly upon such incurrence or issuance toward the prepayment of the Loans as set forth in Section 4.2(f). (b) If on any date after the Acquisition Effective Date the Borrower or any Restricted Subsidiary 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 within five (5) Business Days of such date toward the prepayment of the Loans as set forth in clause (d) belowSection 4.2(f); 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 Loans as set forth in Section 4.2(f). (c) The Borrower shall, on each Excess Cash Flow Application Date commencing with the Excess Cash Flow Application Date applicable to the fiscal year of the Borrower ending December 31, 2016, apply the ECF Percentage of the excess, if any, of (i) Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) voluntary prepayments of the Loans (including the Term Loans but excluding prepayments of the Revolving Facility to the extent there is not an equivalent permanent reduction in commitments thereunder) and Dutch Auction purchases of Term Loans pursuant to Section 11.6(j) to the extent of cash payments by the Borrower in connection therewith, in each case made with Internally Generated Cash during such Excess Cash Flow Payment Period toward the prepayment of the Loans as set forth in Section 4.2(f); provided that with respect to the fiscal year period ending on December 31, 2016, (i) such calculation of Excess Cash Flow shall be pro rated to reflect the portion of Excess Cash Flow attributable to the period commencing on the Acquisition Effective Date and ending on December 31, 2016 and (ii) notwithstanding any such calculation hereunder, the aggregate amount of any mandatory prepayment under this Section 4.2(c) with respect to the fiscal year ending December 31, 2016 shall not exceed $75,000,000. Except as provided below, each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten (10) days after the date on which the financial statements referred to in Section 7.1(a) for the fiscal year of the Borrower with respect to which such prepayment is made are required to be delivered to the Lenders. (d) Notwithstanding the foregoing, the Borrower will not be required to prepay the Loans pursuant to 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 with respect to 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 any Asset Sale or Recovery Event or pursuant to clause (c) with respect to any Excess Cash Flow for the related Excess Cash Flow Payment Period, in each case attributable to a Foreign Subsidiary to the aggregate since the Closing Date) and are actually used extent (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 Eventi) the sold, damaged or taken property within 180 days of the receipt repatriation of such Net Cash Proceeds or Excess Cash Flow is prohibited by a Loan Party andapplicable local law from being repatriated so long, pending application but only so long, as the applicable local law will not permit such repatriation (the Borrower hereby agreeing to use commercially reasonably efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation) or (ii) the repatriation of such proceedsNet Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would result in material adverse consequence with respect to Taxes, fees or similar impositions of Governmental Authorities (including any actual cash Tax liability of more than $10,000,000 owed to any Governmental Authorities that would be incurred in connection with such mandatory prepayment provisions, as determined after utilizing any of the Borrower’s available net operating losses or other available Tax attributes); provided that in the event the Borrower is required to make a payment of Net Cash Proceeds or Excess Cash Flow attributable to a Foreign Subsidiary, such payment shall be made as soon as practicable based on applicable legal, regulatory or commercial restraints after the Borrower becomes aware that such repatriation would not be prohibited by applicable local law or result in material adverse consequences with respect to Taxes, fees or similar impositions of Governmental Authorities. (e) In the event that the Collateral Agent delivers written notice to the Escrow Agent pursuant to Section 3(d) of the Escrow Agreement, the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto shall be immediately due and payable, and the Administrative Agent shall apply all proceeds received from the Escrow Account in accordance with Section 4.2 and Section 4.8; provided that if the amount of the Escrow Property is less than the amount required to prepay the Closing Date Term Loans, all accrued interest thereon and all other Obligations with respect thereto in full on such date, the Borrower has either (i) paid will deliver to the Administrative Agent, on the date of such prepayment, an amount equal to such Net Cash Proceeds deficiency. (f) Amounts to be applied in connection with prepayments made pursuant to Section 4.2 (a)-(e) shall be applied, without premium or penalty (other than in connection with a Repricing Event) first, to the prepayment of the Term Loans in accordance with Section 4.8 and, second, to prepay the Revolving Loans without any permanent reduction of the Revolving Commitments, in each case on a pro rata basis. The application of any prepayment pursuant to this Section 4.2 shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid, and any premium applicable thereto under Section 4.1(b); provided, further, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 4.11. (g) Each Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery, facsimile transmission or PDF attachment to an e-mail) at least one Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment pursuant to Section 4.2(a)-(e) of its Loans (such declined prepayment amounts, “Declined Prepayments”) other than any prepayment from the proceeds of any Replacement Facility, in which case (i) such Declined Prepayments shall be held applied pro rata to all Term Loans of each Term Lender that did not elect to decline such prepayment, and (ii) to the extent of any excess, such Declined Prepayments shall be retained by the Administrative Agent Borrower. (h) If at any time, (i) other than as a result of fluctuations in a Cash Collateral Account designated by currency exchange rates, (A) the Administrative Agent sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Revolving Extensions of Credit denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Revolving Extension of Credit) exceeds the Total Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding L/C Exposures and Revolving Credit Exposures denominated in Foreign Currencies (the “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Revolving Extension of Credit exceeds the Foreign Currency Sublimit or (ii) applied an amount equal to such Net Cash Proceeds solely as a result of fluctuations in repayment currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Extensions of Credit (so calculated) exceeds 105% of the Total Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Revolving Extension of Credit, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Loans and or deposit an amount in cash 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 PartiesLenders on terms and conditions reasonably satisfactory to the Administrative Agent, as applicable, in each casean aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Extensions of Credit (so calculated) to be less than or equal to the Total Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butas applicable, provided that, in the case of prepayments of Revolving Loans, if the aggregate principal amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a Permitted Acquisitionportion thereof), only the Borrower shall, to the extent required by clause (v) of the definition thereof); provided furtherbalance of such excess, however, replace outstanding Letters of Credit and/or deposit an amount in the event an Event of Default has occurred and is continuing after the provisions cash in this clause (c) become operative, a cash collateral account established with the Administrative Agent may, or shall at for the direction benefit of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above Lenders on terms and conditions reasonably satisfactory to the ObligationsAdministrative Agent. (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 Indebtedness (bexcluding any Indebtedness incurred in accordance with Section 7.2) Subject to clause (c) below, upon receipt shall be incurred 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 any Restricted Subsidiary, an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default thereof shall have occurred or be continuing on applied not later than one Business Day after 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 andtoward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, pending application of such proceeds, if on any date the Borrower has either or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) paid on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to such Net Cash Proceeds the Reinvestment Prepayment Amount with respect to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or relevant Reinvestment Event and (ii) applied on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Net Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2010, there shall be Excess Cash Proceeds in repayment Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans and the Administrative Agent shall have established an Availability Reserve during such fiscal year (other than optional prepayments pursuant to Section 2.11(c)), in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier each case other than to the extent that Revolving any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the Reinvestment Notice with respect thereto; provided, however, that date on which the financial statements referred 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 AgentSection 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 (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 Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the provisions prepayment of clause the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ce) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Tranche B Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above and Section(ii) prepay outstanding Tranche A Term Loans in an aggregate amount equal to the amounts declined by Tranche B Term Lenders as described above; provided that, upon the making of such prepayments, any amount remaining unapplied (i.e., after the payment in full of the Tranche A Term Loans) shall be returned to the Borrower.

Mandatory Prepayments. In the event that the Borrower or any of its Subsidiaries (ai) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by receives any Loan Party of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale consummated on or after the Effective Date or (but only if at the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)ii) enters into definitive documentation for any Qualifying Term Loan Facility, then the Borrower shall within one Business Day after such receipt prepay the outstanding 364-Day Tranche Loans (to the extent thereof), (i) in the case of any Debt Issuance, Equity Issuance or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Asset Sale, 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 not later than two Business Days following the receipt by the Borrower or such Subsidiary of Default shall have occurred or be continuing on the date such Net Cash Proceeds are received by and (ii) in the case of any Qualifying Term Loan PartyFacility, in an amount equal to the Borrower commitments in respect of such Qualifying Term Loan Facility immediately upon effectiveness of the definitive documentation in respect thereof; provided, that any such Net Cash Proceeds with respect to any Asset Sale shall not be required to so apply an amount equal be applied to the extent such Net Cash Proceeds arising from a Reinvestment Event are reinvested in, or applied 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 (replacement or have been contractually committed repair of assets to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in used in, the case business of an Asset Sale) or repair or replace (in any of the case of a Property Loss Event) the sold, damaged or taken property Borrower and its Subsidiaries within 180 calendar days of the receipt thereof; provided, further, that if any portion of such Net Cash Proceeds by a Loan Party andthat are subject to the immediately preceding proviso are not so reinvested within such 180 calendar day period, pending application such unused portion shall be applied immediately at the end of such proceeds, period to the 364-Day Tranche Loans. The Borrower shall promptly (and in any event within two (2) Business Days of receipt) notify the Administrative Agent of the receipt by the Borrower has either (i) paid an amount equal to or such Subsidiary of any such Net Cash Proceeds to and/or 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 effectiveness of such Net Cash Proceeds in repayment of the Revolving Loans definitive documentation, as applicable, and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. All prepayments of Borrowings under this Section 2.12 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 Section 2.17, 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 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 Obligationspayment. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement, the Borrower shall be required to prepay the Advances, as set forth in Section 2.1 of the Common Agreement. All such prepayments shall be made in the manner set forth in Section 2.1 of the Common Agreement, together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.5(c). Amounts prepaid pursuant to this Section 2.6 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.6 and Section 2.1 of the Common Agreement shall be applied on a pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) Subject to clause On each Test Date (c) as defined 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 notify the Administrative Agent in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in each case as of such Test Date, the Borrower shall, no later than forty-five (45) days after the applicable Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or before the Mandatory Prepayment Date, by written notice to the Borrower (with a copy to the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.6(b) for such receipt mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to 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% Advances of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveWaiving Lender. Immediately after receipt thereof, as long as no Event the Administrative Agent shall provide a copy of Default shall have occurred or be continuing on each Mandatory Prepayment Waiver Notice to each Lender. On the date Net Cash Proceeds are received by any Loan PartyMandatory Prepayment Date, the Borrower shall not prepay the Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event made to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (Lenders entitled thereto pro rata and shall otherwise be paid 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 manner set forth in Section 2.1 of the Reinvestment Notice Common Agreement. Such prepayments shall be made together with respect thereto; provided, however, that accrued interest to the extent date of such prepayment on the principal amount prepaid and together with any asset subject amounts owing pursuant to Section 8.5(c) as a result of 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, prepayment. Amounts prepaid pursuant to this Section 2.6(b) may not be subject to a perfected Lien in favor of reborrowed. For the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 purposes 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 SectionSection 2.6(b):

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. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by any Canadian 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 Canadian 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 5,000,000 (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 Canadian 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 EntityCanadian Loan Party, 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 Omitted]. Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (bexcluding any Indebtedness incurred in accordance with Section 7.2) Subject to clause (c) below, upon receipt shall be incurred 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 any Restricted Subsidiary, an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default thereof shall have occurred or be continuing on applied not later than one Business Day after 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 andtoward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, pending application of such proceeds, if on any date the Borrower has either or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) paid on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to such Net Cash Proceeds the Reinvestment Prepayment Amount with respect to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or relevant Reinvestment Event and (ii) applied on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Net Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2010, there shall be Excess Cash Proceeds in repayment Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans and the Administrative Agent shall have established an Availability Reserve during such fiscal year (other than optional prepayments pursuant to Section 2.11(c)), in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier each case other than to the extent that Revolving any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the Reinvestment Notice with respect thereto; provided, however, that date on which the financial statements referred 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 AgentSection 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 (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 Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the provisions prepayment of clause the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ce) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment pursuant to this Section 2.12 that is allocated to Tranche B Term Loans and Tranche C Term Loans (such amount, the “Tranche B Prepayment Amount”), at any time when Tranche A Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans and Tranche C Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender) and Tranche C Term Lender a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender and Tranche C Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans and Tranche C Term Loans. Each Tranche B Term Lender and Tranche C Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day after such Tranche B Term Lender’s or Tranche C Term Lender’s receipt of the Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender); provided that any Tranche B Term Lender’s or Tranche C Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender or Tranche C Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Tranche B Term Lender or Tranche C Term Lender. On the Mandatory Prepayment Date, the Borrower shall (i) pay to the relevant Tranche B Term Lenders and Tranche C Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above and Section(ii) prepay outstanding Tranche A Term Loans in an aggregate amount equal to the amounts declined by Tranche B Term Lenders and Tranche C Term Lenders as described above; provided that, upon the making of such prepayments, any amount remaining unapplied (i.e., after the payment in full of the Tranche A Term Loans) shall be returned to the Borrower.

Mandatory Prepayments. (ai) [Intentionally Omitted]. Not later than fifteen (b15) Subject to clause (c) below, upon Business Days following the receipt by any Loan Party a Borrower of the Net Cash Proceeds with respect to: (but only if at the time A) any Asset Sale by such Borrower (other than Asset Sales permitted under Section 6.06) of such receipt the Available Credit is less than 25% assets that form part of the Aggregate Borrowing Limit at Collateral, or (B) a Casualty Event, 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 apply 100% of such Net Cash Proceeds as set forth in clause (d) belowreceived with respect thereto to prepay the Loans made to such Borrower. (cii) Not later than the fifth (5th) Business Day after occurrence of a Change in Control with respect to a Borrower, such Borrower shall prepay its Borrowings in full. (iii) Any prepayment under this Section 2.10(b) shall be accompanied by all sums due and payable under this Agreement, and the other Loan Documents, including but not limited to Breakage Costs. (iv) Notwithstanding the foregoing, Borrowers shall not be required to make a prepayment pursuant to this sub-clause (b) above, with the Net Cash Proceeds from any Asset Sale as long as no provided in paragraph (i) above or Casualty Event of Default shall have occurred or be continuing on if the date Borrowers advise the Facility Agent in writing within fifteen (15) Business Days after the time such Net Cash Proceeds are received by that the applicable Borrower intends to reinvest all or any Loan Party, the Borrower shall not be required to so apply an amount equal to portion of such Net Cash Proceeds arising from a Reinvestment Event in replacement assets to the extent that all (A) such Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (are in the aggregate since the Closing Date) and are actually used (or have been contractually fact committed to be usedreinvested by such Borrower pursuant to a purchase contract providing for the acquisition of such replacement assets that is executed by such Borrower and the related seller within one hundred and eighty (180) days after the date of such Asset Sale or Casualty Event and (B) the acquisition of such replacement assets occurs within two hundred and seventy (270) days after the date of such Asset Sale or Casualty Event. If, at any time after the occurrence of such Asset Sale as provided in paragraph (i) above or Casualty Event and prior to consummate a Permitted Acquisition the acquisition of the related replacement assets, the 180- or to 270-day period provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase replacement or fixed assets contract (in the case of an Asset Saleclause (A)) or repair or replace the occurrence of the related acquisition (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 (vB)) of the definition thereof); provided further, however, in the event or an Event of Default has occurred and is continuing after shall occur, then Borrowers shall, upon request, immediately prepay 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 outstanding Loans made to the Obligationsapplicable Borrower. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. The Borrower shall provide written notice to the Agent by 1:00 p.m. (aNew York time) [Intentionally Omitted].one Business Day prior to any mandatory prepayment hereunder. 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 in an aggregate amount equal to clause (c) below, upon receipt 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Asset Dispositions permitted by Section 8.5(l) or Casualty Events within three (3) Business Days of the receipt of such Net Cash Proceeds (but only if by such Person; provided, however, that so long as no Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied at the time election of the Borrower to the extent such Loan Party or such Subsidiary reinvests, within twelve (12) months of receipt of such receipt Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets used in the Available Credit business of the Loan Parties and their Subsidiaries; provided that if, prior to the expiration of such twelve (12) month period, the Borrower, directly or through its Subsidiaries, shall have entered into a binding agreement providing for such investment on or prior to the date that is six (6) months after the expiration of such twelve (12) month period, such twelve (12) month period shall be extended to an eighteen (18) month period; provided further, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans; provided further, that, notwithstanding the foregoing, no such prepayment shall be required if the aggregate Net Cash Proceeds received in any calendar year from Asset Dispositions and Casualty Events is less than 25% $5,000,000 (which amount shall be increased by any unused portion of such $5,000,000 exclusion from the immediately preceding year), (i) Immediately upon the receipt by the Borrower or any Material Subsidiary of the Aggregate Borrowing Limit at such time)Net Cash Proceeds of any Prohibited Debt Issuance, 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 aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) belowProceeds. (cii) Notwithstanding clause (b) abovethe entire outstanding principal amount of the Loans, as long as no Event of Default together with all accrued and unpaid interest thereon and all fees and Lender Group Expenses payable by Borrower hereunder, shall have occurred or be continuing become due and payable 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 Termination 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 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. (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 of date the Borrower or any 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 Prepayment Event, the Borrower shall promptly, and in any event within one ten Business Day after such receipt prepay Days, make a prepayment of 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 shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Party, Proceeds; provided that the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from prepay the Loans as a Reinvestment result of a Prepayment Event under clause (a) or (b) of the definition thereof if (and 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 excess of the receipt Prepayment Threshold Amount), for any fiscal year of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal with respect to such Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any of the events described in clause (a) or (b), respectively, of such definition that are in excess of US$1,000,000 (with amounts under each such clause (a) and clause (b) being separately calculated as in excess of US$1,000,000 (each, the “Prepayment Threshold Amount”)), the Borrower shall have delivered to the Administrative Agent a Reinvestment Notice prior to the date on which a prepayment would otherwise be held by required under this Section 2.8(a). If the Administrative Agent in Borrower delivers a Cash Collateral Account designated by Reinvestment Notice pursuant to the Administrative Agent or (ii) applied an amount equal proviso to the immediately preceding sentence, such Net Cash Proceeds may be applied for the purposes set forth in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the amount of such repaymentReinvestment Notice and, which reserve shall xxxxx on if not so applied by the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier with respect to the extent that Revolving relevant Prepayment Event, shall be applied on such date to prepay the 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 thereof); provided further, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (c) become operativebelow, the Administrative Agent may, or shall at the direction of the Requisite Lenders, apply all amounts until such outstanding Loans are repaid in the Cash Collateral Account referred to above to the Obligationsfull. (db) Subject Amounts to be applied in connection with prepayments made pursuant to clause (a) shall be applied (i) first to the provisions Tranche B Loans and (ii) second, once all amounts due under the Tranche B Loans have been paid in full, to reduce permanently the Tranche A Commitments pro rata. After giving effect to such Commitment reductions, if the aggregate amount of clause Tranche A Loans outstanding would exceed the then amount of the Tranche A Commitments, the Borrower shall repay each such excess amount promptly (and, in any event, within ten Business Days) after the event giving rise to such reduction of the Tranche A Commitments. (c) above Each prepayment of Loans under this Section 2.8 shall be made together with accrued interest to the date of such prepayment on the amount so prepaid and Sectionany other amounts due pursuant to Section 3.4. Any amount prepaid under this Section 2.8 may not be reborrowed.

Mandatory Prepayments. (a) [Intentionally Omitted]On the first Business Day following the delivery of a Mandatory Prepayment Notice from the Calculation Agent to the Borrower (with a copy thereof to the Administrative Agent and the Lenders) stating that a Mandatory Prepayment Event has occurred (which need not be continuing) (provided that, subject to the last sentence of Section 2.05(b), if the Calculation Agent fails to deliver such Mandatory Prepayment Notice by 5:30 p.m. on the date the relevant Mandatory Prepayment Event occurs, any Lender may deliver or cause to be delivered the Mandatory Prepayment Notice in respect of such Mandatory Prepayment Event to the Borrower (with a copy thereof to each other Lender and Agent) with the same effect as if such Mandatory Prepayment Notice was delivered by the Calculation Agent; provided, further, that any failure to so deliver a copy of a Mandatory Prepayment Notice to any Lender or Agent shall not invalidate the effectiveness of such Mandatory Prepayment Notice) the Borrower shall prepay the aggregate outstanding principal amount of the Loans, together with all accrued interest thereon and shall pay any additional amounts required pursuant to Section 3.04 and all other Obligations (other than contingent obligations for which no claim has been made). (b) Subject For purposes of the delivery and receipt of any Mandatory Prepayment Notice (including under Section 10.02), (i) the Borrower consents to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time delivery of such receipt Mandatory Prepayment Notice by electronic communications and (ii) the Available Credit is less than 25% Borrower’s “normal business hours” shall be 9:00 a.m. to 6:00 p.m., each Business Day. Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Calculation Agent and the Lenders agree not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its (or, subject to the terms and conditions of the Aggregate Borrowing Limit at proviso to this sentence, the Required Lenders have made their) determination as to the appropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number, (iii) the LTV Margin Call Level and/or (iv) the LTV Reset Level, in each case, in accordance with and subject to the provisions of Section 1.02(d); provided that, if the Calculation Agent fails to make its determination with respect to such timeadjustments by 5:30 p.m. on the date the relevant Mandatory Prepayment Event occurs, the Required Lenders (provided that the outstanding Loans held by, and unused Commitments of, the Calculation Agent and its Affiliates shall be excluded for purposes of making such determination of Required Lenders) may make such adjustments, if any, in each case, in accordance with and subject to the provisions of Section 1.02(d), with the Borrower shall within one Business Day after such receipt prepay same effect as if they were made by 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) belowCalculation Agent. (c) Notwithstanding clause (bSubject to Section 2.11(j), any prepayment described in this Section 2.05(a) 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 made to the Administrative Agent to for the ratable accounts of the Lenders, and each prepayment described in subsection (d) shall be held by made for 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 ratable accounts of the Revolving Loans and the Lenders. The Administrative Agent shall have established an Availability Reserve in the amount forward to each Lender its Ratable Share of each 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 Obligationspayment. (d) Subject If for any reason the aggregate outstanding principal amount of all Revolving Loans at any time exceeds the aggregate Revolving Commitments at such time, Borrower shall immediately prepay the Revolving Loans in an aggregate principal amount equal to such excess after notice thereof from the Administrative Agent or any Lender. Each such payment shall be paid to the provisions Administrative Agent for the account of clause (c) above and Sectionthe Revolving Lenders in accordance with their respective Applicable Percentages solely in respect of the Revolving Loans.

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. 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. (ai) [Intentionally Omitted]. If Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then Borrower shall promptly notify Administrative Agent of such proposed Disposition or Event of Loss (bincluding the amount of the estimated Net Cash Proceeds to be received by Borrower or such Subsidiary in respect thereof) Subject to clause (c) belowand, promptly upon receipt by any Loan Party Borrower or such Subsidiary of the Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% Disposition or Event 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 respect of Letters of Credit as set forth in clause (d) below) Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $500,000 in the aggregate so long as set forth no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (d) below. (c) Notwithstanding clause (by) above, as so long as no Default or Event of Default shall have occurred then exists, if Borrower states in its notice of such event that Borrower or be continuing on the date relevant Subsidiary intends to reinvest, within 180 days of the applicable Disposition, the Net Cash Proceeds are received by any Loan Partythereof in assets similar to the assets which were subject to such Disposition, the then Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from make a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (mandatory prepayment under this subsection 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 respect 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 extent such Net Cash Proceeds are actually reinvested in such similar assets with such 180 day period. Promptly after the end of such 180 day period, Borrower shall notify Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent whether Borrower or (ii) applied an amount equal to such Subsidiary has reinvested such Net Cash Proceeds in repayment of such similar assets, and, to 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 extent such Net Cash Proceeds or earlier to have not been so reinvested, Borrower shall promptly prepay the extent that Revolving Loans up to Obligations in the amount of such Net Cash Proceeds are used as set forth not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans pro rata until paid in full and then to the Revolving Loans. If Administrative Agent so requests, all proceeds of such Disposition or Event of Loss shall be deposited with Administrative Agent (or its agent) and held by it in the Reinvestment Notice with respect thereto; providedCollateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of replacing, howeverrebuilding or restoring such Property. (ii) [Reserved]. (iii) If after the Closing Date Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, that to other than Indebtedness for Borrowed Money permitted by Section 6.1, Borrower shall promptly notify Administrative Agent of the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied first to the outstanding Term Loans pro rata until paid in full and then to the Revolving Loans. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Administrative Agent for any breach of Section 6.1 or any other terms of the Loan Documents. (iv) [Reserved]. (v) Borrower shall, upon acquisition thereof on each date the Revolving Credit Commitment is reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary, Cash Collateralize the L/C Obligations by a Warnaco Entitythe amount, be subject if any, necessary to a perfected Lien in favor reduce the sum of the Collateral Agentaggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the amount to which the Revolving Credit Commitment has been so reduced. (vi) Unless Borrower otherwise directs, for prepayments of Loans under this Section 2.9(b) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the benefit order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.9(b) shall be made by the payment of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (butprincipal amount to be prepaid and, in the case of a Permitted Acquisitionany Term Loans or Eurodollar Loans, only accrued interest thereon to the extent required by clause (v) date 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 prepayment together with any amounts in the Cash Collateral Account referred to above to the Obligationsdue Lenders under Section 2.16. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. Unless the Required Lenders and the Borrower shall otherwise agree, if (bi) Subject to clause the Borrower or any Guarantor or other Restricted Subsidiary shall receive Net Cash Proceeds from any incurrence of Indebtedness (cother than Permitted Indebtedness), Asset Sale, Recovery Event or Extraordinary Distribution or (ii) below, upon receipt by any Loan Party of MLP GP shall receive Net Cash Proceeds (but only if at net, in the time case of clause (ii), of any portion thereof that has been distributed to the Permitted GP or Loan Party that is the sole general partner thereof and that has been applied as a Permitted GP Rollover Investment contemporaneously with (and in no event later than three Business Days after) the receipt of such receipt dividend or distribution) from any GP Equity Transfer, then, unless a Reinvestment Notice shall have been delivered by the Available Credit is less than 25% of Borrower to the Aggregate Borrowing Limit at such time)Administrative Agent in respect hereof, 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 100% of such Net Cash Proceeds as set forth in clause Section 2.5(d) no later than three Business Days after the date of such receipt. (db) belowUnless the Required Lenders and the Borrower shall otherwise agree, if the Borrower has previously delivered a Reinvestment Notice, the Borrower shall apply an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event as set forth in Section 2.5(d) on the applicable Reinvestment Prepayment Date. (c) Notwithstanding clause (b) aboveUnless the Required Lenders and the Borrower shall otherwise agree, as long as no Event of Default shall have occurred or be continuing on the date relevant VPP Net Cash Proceeds are received by any Loan PartyRevenue Application Date, the Borrower shall not apply 50% of the VPP Net Revenue for such period as set forth in Section 2.5(d); provided, that no such prepayment shall be required to so apply an until the amount equal to VPP Net Cash Proceeds arising from a Reinvestment Event Revenue otherwise subject to application under this Section 2.5(c) for any fiscal year exceeds $2,500,000 (provided that for any fiscal year in which no VPP Net Revenues are applied, the amount of such revenue for such fiscal year shall be applied to the VPP Net Revenue for the next fiscal year). (d) With respect to any amounts subject to Section 2.5(a), (b) or (c), the Borrower shall: (i) first, apply (or offer to apply), to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (required by the provisions set forth in the First Lien Credit Agreement (as in effect on the Closing Date hereof) such amount to prepay obligations thereunder; (ii) second, apply such portion of such amount to the repayment of the Loans under the First Lien Credit Agreement as shall be necessary to cause the percentage obtained by dividing (A) the aggregate since outstanding principal amount of all First Lien Loans, after giving effect to any prepayments or repayments occurring on such date plus the principal amount of contingent and non-contingent obligations in respect of letters of credit or other forms of credit provided under the First Lien Loan Agreement, by (B) the sum of the amount in clause (A) plus the aggregate amount of credit with respect to First Lien Loans then available under the First Lien Credit Agreement, to be no greater than 75%; and (iii) third, to the extent otherwise permitted by the provisions of Section 8.9 of the First Lien Credit Agreement (as in effect on the Closing Date) and are actually used prepay (or have been contractually committed subject 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 EventSection 2.10(e)) 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 Loans in an amount equal to such amount, provided, that until such time as all Senior Notes have been defeased or prepaid, redeemed or repurchased in full, the Net Cash Proceeds resulting from the Permitted Initial MLP Asset Transfer may be applied to the prepayment, redemption, repurchase or defeasance of Senior Notes. (e) The Borrower shall deliver 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 each required prepayment under this Section 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 certificate and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent notice required by clause (v) of the definition thereofSection 2.10(f); 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 All mandatory prepayments provided for in this Section 2.5 shall be made together with interest accrued on the principal amount prepaid and any amount required by Section 3.4, but without any Premium. Any amount required to be prepaid pursuant to this Section 2.5 shall be applied to prepay the provisions of clause (c) above and SectionLoans.

Mandatory Prepayments. (a) [Intentionally Omitted]. If any Indebtedness (bexcluding any Indebtedness incurred in accordance with Section 7.2) Subject to clause (c) below, upon receipt shall be incurred 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 of Letters of Credit as set forth in clause (d) below) in any Restricted Subsidiary, an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as thereof shall be applied no Event of Default shall have occurred or be continuing on later than one Business Day after 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 toward the prepayment of such proceedsthe Term Loans as set forth in Section 2.12(d). (b) If on any date Holdings, the Borrower has either or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (ix) paid on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to such Net Cash Proceeds the Reinvestment Prepayment Amount with respect to the Administrative Agent to relevant Reinvestment Event and (y) on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be held prepaid as set forth in Section 2.12(d) by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided that unless and until the aggregate amount of Net Cash Proceeds from all such Asset Sales or Recovery Events, after giving effect to the reinvestment rights set forth herein, exceeds $25,000,000 in repayment any fiscal year of the Borrower, no such prepayment shall be required pursuant to this Section 2.12(b). (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2017, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year (other than to the extent made with the proceeds of the incurrence of Indebtedness) and solely to the extent accompanied by permanent optional reductions of the Revolving Commitments and (B) all optional prepayments of Term Loans and the Administrative Agent shall have established an Availability Reserve during such fiscal year (including optional prepayments pursuant to Section 2.11(b)), in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier each case other than to the extent that Revolving any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the Reinvestment Notice with respect thereto; provided, however, that date on which the financial statements referred 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 AgentSection 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 (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 Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the provisions prepayment of clause the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ce) above Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its pro rata share (such amount, the “Declined Proceeds”) of any mandatory prepayment by giving notice of such election in writing to the Administrative Agent by 11:00 a.m., on the date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its pro rata share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s pro rata share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any Declined Proceeds by any Lender shall be retained by the Borrower and Sectionits Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement. (f) On each occasion that Permitted Other Indebtedness is issued or incurred pursuant to Section 7.2(aa), the Borrower shall within three Business Days of receipt of the Net Cash Proceeds of such Permitted Other Indebtedness prepay Term Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds from such issuance or incurrence of Permitted Other Indebtedness. (g) Beginning on the Closing Date, the Borrower shall apply 100% of all cash proceeds net of all fees, commissions, costs and other expenses, from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any net proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.29. (h) In the event and on such occasion that the total outstanding Revolving Extensions of Credit exceed the total Revolving Commitments, the Borrower shall prepay Revolving Loans and/or Swingline Loans (or, if no such Loans are outstanding, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the necessary aggregate then undrawn and unexpired amount of such Letters of Credit) made to the Borrower, in an aggregate amount equal to the amount by which the Revolving Extensions of Credit exceed the total Revolving Commitments. Each prepayment shall be applied to the Revolving Loans included in the repaid Loans such that each Revolving Lender receives its ratable share of such prepayment (based upon the respective Aggregate Exposures of the Revolving Lenders at the time of such prepayment).

Mandatory Prepayments. (a) [Intentionally Omitted]. If any Indebtedness shall be issued or incurred by the Parent Borrower or any of its Subsidiaries (b) Subject to clause (c) below, upon receipt excluding any Indebtedness permitted 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 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 issuance or incurrence toward the prepayment of the Term Loans as set forth in clause Section 2.13(e). (db) belowOn the date the Parent 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, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than five Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.13(e); provided that notwithstanding the foregoing, (x) on each Reinvestment Prepayment Date, an amount equal to the unexpended portion of the Reinvestment Prepayment Amount (other than the Committed Reinvestment 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(e) and (y) on the date (the “Trigger Date”) that is one year after any such Reinvestment Prepayment Date, an amount equal to the Commitment Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by the Trigger Date shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(e). (c) If, for any fiscal year of the Parent Borrower commencing with the fiscal year ending December 31, 2008, there shall be Excess Cash Flow, the Parent Borrower 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 prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of Term Loans during such fiscal year, in each case other than to the extent any such prepayment is funded with the Net Cash Proceeds of any Asset Sale, Recovery Event, new long-term Indebtedness or issuance of Capital Stock, toward the prepayment of the Term Loans as set forth in Section 2.13(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five business days after the date on which the financial statements of the Parent Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is being made, are required to be delivered to the Lenders. (d) If, due to exchange rate fluctuations or for any reason whatsoever, the Total Revolving Extensions of Credit outstanding shall, at any time, exceed 105% of the Total Revolving Commitments (the amount of such excess, an “Excess Amount”), then within three Business Days of written notice from the Administrative Agent, the Borrowers shall first, prepay the Revolving Loans and/or Swingline Loans in an amount so as to, as nearly as possible, eliminate such Excess Amount; and second, if any Excess Amount shall remain after such prepayment, provide cash collateral or such other security on Cash Equivalents as the Administrative Agent may require in US Dollars or Canadian Dollars in an amount equal to the remaining Excess Amount, which collateral shall secure all Obligations outstanding and shall remain in the Administrative Agent’s possession until such Excess Amount is eliminated whereupon the collateral shall be released by the Administrative Agent to the Borrowers. Notwithstanding clause any other provision of this Agreement, including any provision contemplating a continuation or conversion, whenever an Excess Amount exists, (A) upon the last day of the Contract Period of any Banker’s Acceptance, the Canadian Borrower shall repay the Banker’s Acceptance, or (B) upon the last day of the Interest Period in respect of a Eurodollar Loan that is a Revolving Loan, the relevant Borrower shall repay the Eurodollar Loan, in each case to the extent necessary to cover the Excess Amount and any repayments under clauses (A) and (B) shall be applied in reduction of the Excess Amount. (e) The application of any prepayment of Term Loans pursuant to Section 2.13(a), (b) aboveand (c) shall be made to the Term Loans on a pro rata basis and within each Facility of the Term Loans, first, to the remaining Term Loans quarterly installments occurring within the next 12 months in the direct order of maturity and second, to the repayment of the then remaining Term Loan quarterly installments on a pro rata basis (based upon the then remaining principal amount of each such Term Loan quarterly installment). Each prepayment of the Loans under Section 2.13 (except in the case of Revolving Loans that are ABR Loans, US Base Rate Loans or Canadian Prime Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) Notwithstanding the foregoing provisions of this Section 2.13 and subject to Section 3.5 with respect to Letters of Credit, if at any time any prepayment of the Loans pursuant to paragraph (a), (b), (c) or (d) of this Section 2.13 would result, after giving effect to the procedures set forth in this Agreement, in a Borrower being required to indemnify for breakage costs under Section 2.22 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, such Borrower may, so long as no Default or Event of Default shall have occurred or and be continuing on continuing, in its sole discretion, initially deposit a portion (up to 100%) of 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 amounts 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 otherwise would have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (paid 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 respect 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 Eurodollar Loans with the Administrative Agent to (which deposit must be held by the Administrative Agent equal 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 Eurodollar Loans not immediately prepaid) to be held as set forth in security for the Reinvestment Notice obligations of such Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect thereto; provided, however, that to the extent any asset subject to such Asset Sale Eurodollar Loans (or Property Loss Event constituted Collateral, any replacement, fixed such earlier date or alternative assets acquired with Net Cash Proceeds shall, upon acquisition thereof dates as shall be requested 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 thereofsuch Borrower); provided furtherthat such unpaid Eurodollar Loans shall continue to bear interest in accordance with Section 2.14 until such unpaid Eurodollar Loans or the related portion of such Eurodollar Loans, howeveras the case may be, in the event an Event of Default have or 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 Obligationsbeen prepaid. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. In the event of any Principal Paydown or Payoff, Borrower shall be required to give Lender at least five (5) Business Days’ prior written notice of such Principal Paydown or Payoff and, on the date of such Principal Paydown or Payoff, Borrower shall be required to pay to Lender the following amounts: (a) [Intentionally Omitted].) (bi) Subject to clause (c) belowin the case of a Payoff, 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% a payment of the Aggregate Borrowing Limit at such time)entire principal balance of the Loan, the Borrower shall within one Business Day after such receipt prepay the Loans accrued and unpaid interest thereon and all other Secured Obligations, (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) belowii) in the case of a Principal Paydown of the Asset from a casualty or condemnation affecting the Mortgaged Property or during the continuance of an amount Event of Default or Underlying Loan Event of Default, a prepayment of principal of the Loan 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 the amount prepaid on the date Net Cash Proceeds are received by any Asset until the principal amount of the 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 is paid in full or (in the aggregate since the Closing Dateiii) 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 any other Principal Paydown of the Asset, a prepayment of principal of the Loan equal to the product of (in the case of a Property Loss Event1) the soldamount prepaid and (2) Lender’s Pro Rata Percentage; (b) with respect to any Underlying Prepayment Consideration, damaged an amount determined by reference to the product of (i) any such Underlying Prepayment Consideration received by Borrower from the Underlying Borrower in connection with such prepayment or taken property within 180 payment, (ii) the Spread Ratio, (iii) Lender’s Pro Rata Percentage and (iv) a fraction, the numerator of which shall be the number of days from the Closing Date to the date of such Prepayment and the denominator of which shall be the number of days from the closing date of the Underlying Loan to the date of such Prepayment (the amount described in this clause (b), the “Prepayment Consideration”); and (c) in connection with any Principal Paydown or Payoff from a Permitted Transfer, the Exit Fee due thereon. Notwithstanding the foregoing, if in connection with the Payoff or a Principal Paydown of the Asset, Borrower shall receive less than five (5) Business Days’ notice thereof from the Underlying Borrower (or any Servicer or other Person) pursuant to the related Underlying Loan Documents, then Borrower shall give Lender notice of such prepayment within one (1) Business Day of its receipt of such Net Cash Proceeds notice from the Underlying Borrower or other Person; and provided that any such notice shall be revocable in good faith 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 reason 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 failure of the Collateral Agent, for Underlying Borrower to make the benefit applicable Payoff or Principal Paydown of the Secured PartiesAsset, 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 no such revocation by clause (v) of the definition thereof); provided further, however, in the event Borrower under such circumstances shall constitute 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 Obligationshereunder. (d) Subject to the provisions of clause (c) above and Section

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. Immediately upon the incurrence after the Closing Date by the Borrower or any of its domestic subsidiaries (aother than any domestic subsidiary which is a direct or indirect subsidiary of a foreign subsidiary) [Intentionally Omitted]. of any indebtedness for borrowed money (bother than (x) Subject indebtedness incurred pursuant to clause the existing “Commitments” under and as defined in the Incorporated Agreement, and (cy) below, upon receipt by indebtedness in an aggregate principal amount of up to $100,000,000 incurred in connection with any Loan Party private offering 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 timesenior notes), the Borrower shall within one Business Day after such receipt prepay an aggregate outstanding principal amount of the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in an amount Term Loan 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 cash amount of such repaymentindebtedness which the Borrower is able to borrow thereunder (net of any underwriting discounts, which reserve shall xxxxx on commissions, fees and other reasonable and customary out‑of‑pocket expenses, incurred by 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 Borrower in the Reinvestment Notice with respect theretoconnection therewith); provided, however, that if the terms or provisions of any Short Term Loan Facilities require the Borrower to the extent any asset subject make a prepayment of indebtedness under such Short Term Loan Facilities in a manner similar 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 (vh) of (such indebtedness under such Short Term Loan Facilities being referred to as “Prepayable Indebtedness”), then the definition thereof); provided furtheramount that would Parexel International Corporation January 22, however2013 Page 4 otherwise be prepayable under this clause (h) shall be pro‑rated among the Term Loan and such other Prepayable Indebtedness based on the aggregate principal amount outstanding. Notwithstanding the foregoing, in the event an Event of Default has occurred that the “Commitments” under and is continuing as defined in the Incorporated Agreement are increased after the date hereof or are refinanced pursuant to a credit facility (which does not otherwise cause the Maturity Date to occur) in a principal amount greater than the maximum aggregate principal amount of credit facilities under the Incorporated Agreement as in effect on the date hereof (but regardless of the actual outstanding borrowings thereunder on the date hereof) (the “Principal Increase Amount”), the prepayment provisions in of this clause (ch) become operative, the Administrative Agent may, or shall at the direction of the Requisite Lenders, only apply all amounts in the Cash Collateral Account referred to above to the ObligationsPrincipal Increase Amount under the Incorporated Agreement (net of any underwriting discounts, commissions, fees and other reasonable and customary out‑of‑pocket expenses, incurred by the Borrower in connection therewith). (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. Subject to the terms of the Intercreditor Agreement, (a) [Intentionally Omitted]Upon the occurrence of a Change of Control, the Borrowers shall make Full Payment of all Obligations. (b) Subject to When an Obligor or any Subsidiary thereof (other than a Foreign Subsidiary) makes any Asset Disposition (other than a disposition described under clause (a), (b), (c), (d), (e), (f) below, upon receipt by any Loan Party of Net Cash Proceeds or (but only if at the time of such receipt the Available Credit is less than 25% g) of the Aggregate Borrowing Limit at such time)definition of “Permitted Asset Disposition” hereof) or experiences any Asset Loss Event, the Borrower Borrowers shall within one Business Day after such receipt prepay repay 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 (d) below. (c) Notwithstanding clause (b) abovethereof, 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 such repayments to be usedmade promptly but in no event more than five (5) 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 Proceeds by a Loan Party andProceeds, pending application and until the date of such proceedspayment, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to shall be held by the Administrative Agent in a Cash trust for 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 theretoAgent; provided, however, that the Net Cash Proceeds of the foregoing received since the Closing Date shall not be required to be applied to the prepayment of the Loans to the extent any asset subject such proceeds are to be reinvested in or otherwise used to replace, repair or restore the properties or assets used in such Asset Sale Obligor’s or Property Loss Event constituted Collateralsuch Subsidiary’s, any replacementas applicable, fixed business and so long as: (i) no Default 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, (ii) Borrower Representative delivers a certificate to Collateral 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 (or committed to be used) to reinvest in new assets useful in the business, or otherwise replace, repair or restore any such properties or assets to be used in such Obligor’s or such Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days (or such longer period as Collateral Agent may agree, but not to exceed 360 days without the Required Lenders’ consent) 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 any plans for such replacement, repair or restoration, which shall be acceptable to Collateral Agent in its Permitted Discretion) and (iii) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the dominion and control of Collateral Agent (or, so long as the Revolver Agreement is in effect, the Revolving Credit Agent, acting as agent for Collateral Agent) which proceeds shall then be disbursed by Collateral Agent to such Obligor or such Subsidiary promptly upon Borrower Representative’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 Collateral Agent in accordance with clause (ii); provided, further, that (A) if all or any portion of such Net Cash Proceeds not so applied to the prepayment of the Loans are not used (or committed to be used) in accordance with the foregoing proviso within 270 days (or such longer period as Collateral Agent may agree, but not to exceed 360 days without the Required Lenders’ consent) of receipt of such Net Cash Proceeds, such amount shall be applied to the Loans as otherwise set forth herein, on the last day of such specified period, (B) if such Obligor or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this clause Section 2.1.6(b) as a result of the existence of a Default, Borrower Representative may request, and upon the written approval of Collateral Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the dominion and control of Collateral Agent (or, so long as the Revolver Agreement is in effect, the Revolving Credit Agent, acting as agent for Collateral Agent) until the earlier of (x) 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 (y) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Loans in accordance with Section 5.4.1 on such date and (C) if such Obligor 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 5.4.1. The foregoing shall not be deemed to be implied consent to any Asset Disposition or other event otherwise prohibited by the terms and conditions hereof. (c) become operative, Upon the Administrative Agent may, sale or shall at the direction issuance of any of the Requisite LendersEquity Interests (other than Excluded Issuances) of Ultimate Parent or any of its Subsidiaries, apply all amounts Borrowers shall repay the Loans in an amount equal to 100% of the Net Cash Proceeds of such sale or issuance, 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 Collateral Account referred to above to the ObligationsAgent. (d) Subject Upon the sale, issuance or incurrence of any Debt of any Obligor or any of its Subsidiaries (other than Debt permitted under Section 9.2.1), Borrowers shall repay the Loans in an amount equal to 100% of the provisions Net Cash Proceeds of clause such sale, issuance or incurrence, such repayments to be made promptly but in no event more than five (c5) above Business Days following receipt of such Net Cash Proceeds, and Sectionuntil the date of payment, such proceeds shall be held in trust for Collateral Agent. The foregoing shall not be deemed to be implied consent to any such sale, issuance or incurrence otherwise prohibited by the terms and conditions hereof. (e) When any Obligor or any Subsidiary (other than a Foreign Subsidiary) thereof receives any Extraordinary Receipts, Borrowers shall repay the Loans 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. 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]. (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].There shall become due and payable and Borrower shall prepay the Loans in the following amounts and at the following times: (bi) Subject on the date on which Borrower or any of its Subsidiaries (other than any of its Project Finance Subsidiaries) receives any payment which constitutes Major Casualty Proceeds (other than Major Casualty Proceeds received by utility Subsidiaries with respect to clause (c) belowproperty that is subject to first mortgage bonds otherwise permitted by the terms of this Agreement), upon receipt by any Loan Party of an amount equal to the Net Cash Proceeds of such payment; provided, the recipient (but only other than Administrative Agent) of any payment which constitutes such Major Casualty Proceeds may reinvest such payment within one hundred eighty (180) days, in replacement assets comparable to the assets giving rise to such payment; provided, further, the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $50,000,000.00 in any Fiscal Year; provided, further, if at Borrower does not intend to reinvest such payment, or if the time of period set forth in this sentence expires without Borrower or such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at Subsidiary having reinvested such time)payment, 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 the Net Cash Proceeds of such payment; (ii) promptly upon receipt by any Borrower or any of its Subsidiaries (other than any of its Project Finance Subsidiaries) of the proceeds from the issuance and sale of any Indebtedness or equity securities, including but not limited to Indebtedness or equity securities undertaken to refinance funds used to consummate the Related Transactions (other than proceeds of: (w) Indebtedness incurred as a result of extensions and refinancings of the “Black Hills Corporation lease payment obligation on the Wygen I facility” described on Schedule 7.15(b) hereto which do not increase the principal amount thereof permitted under Section 7.17(c)(A), (x) Indebtedness under the Existing Credit Agreement and any credit agreement entered into by and among, inter alia, the Initial Banks and Borrower which refinances the Existing Credit Agreement; (y) Indebtedness issued by Black Hills Power, Inc. or CLF&P; and (z) the Marketing Subsidiary Excluded Credit Facility), an amount equal to one hundred percent (100% %) of the Net Cash Proceeds of such issuance and sale; (iii) on the date on which Borrower or any of its Subsidiaries receives any payment which constitutes Extraordinary Receipts (other than, to the extent they constitute Extraordinary Receipts, proceeds of: (w) Indebtedness incurred as a result of extensions and refinancings of the “Black Hills Corporation lease payment obligation on the Wygen I facility” described on Schedule 7.15(b) hereto which do not increase the principal amount thereof permitted under Section 7.17(c)(A), (x) Indebtedness under the Existing Credit Agreement and any credit agreement entered into by and among, inter alia, the Initial Banks and Borrower which refinances the Existing Credit Agreement; (y) Indebtedness issued by Black Hills Power, Inc. or CLF&P; and (z) the Marketing Subsidiary Excluded Credit Facility), an amount equal to the amount of such payment; and (iv) promptly upon receipt by any Borrower or any of its Subsidiaries 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, no prepayment shall be required pursuant to this Section 2.8(b)(iv) unless and until the aggregate Net Cash Proceeds received from Asset Dispositions exceeds $20,000,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.8(b)(iv)); provided, further, 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 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 may reinvest such Net Cash Proceeds by within one hundred eighty (180) days, in replacement assets of a Loan Party andkind then used or usable in the business of Borrower. If Borrower does not intend to so reinvest such Net Cash Proceeds, pending application of or if the period set forth in the immediately preceding sentence expires without Borrower having reinvested such proceedsNet Cash Proceeds, Borrower shall prepay the Borrower has either (i) paid Loans in 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 ObligationsProceeds. (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 Indebtedness (bexcluding any Indebtedness incurred in accordance with Section 7.2) Subject to clause (c) below, upon receipt shall be incurred 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 any of Letters of Credit as set forth in clause (d) below) in its Restricted Subsidiaries an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default thereof shall have occurred or be continuing applied 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 toward the prepayment of the Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date any of the Borrower or any Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Loan Party andReinvestment Notice shall be delivered in respect thereof, pending application such Net Cash Proceeds shall be applied on such date toward the prepayment of such proceedsthe Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, on the date (the “Trigger Date”) that is six months after the applicable Reinvestment Prepayment Date, the Borrower has either (iLoans shall be prepaid as set forth in Section 2.12(d) paid by an amount equal to such Net Cash Proceeds the portion of any Committed Reinvestment Amount with respect to the Administrative Agent relevant Reinvestment Event not actually expended by such Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Parent commencing with the fiscal year ending on or nearest to December 31, 2007, there shall be held by Excess Cash Flow, the Administrative Agent in a Borrower shall, on the relevant Excess Cash Collateral Account designated by the Administrative Agent or (ii) applied Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Net Excess Cash Proceeds in repayment Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans and Swingline Loans during such fiscal year to the extent accompanied by permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans and the Administrative Agent shall have established an Availability Reserve during such fiscal year, in the amount of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier each case other than to the extent that Revolving any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the Reinvestment Notice with respect thereto; provided, however, that to date on which 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 financial statements of the Collateral AgentParent 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 (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 Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied, first, to the provisions prepayment of clause the Term Loans in accordance with Section 2.18(b) until paid in full and, second, to the prepayment of the Revolving Loans in accordance with Section 2.18(c) and, to the extent of any excess, to provide cover for L/C Obligations as specified in Section 8. Any such mandatory prepayment of the Revolving Loans pursuant to Section 2.12 shall not result in a mandatory reduction of the Revolving Commitments. 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 Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (ce) Notwithstanding anything to the contrary in Section 2.12(d) or 2.18, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrower will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, (i) the Borrower shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above and Section(ii) the Borrower shall offer to pay to such accepting Term Lenders an amount equal to the portion of the aggregate Prepayment Amount not accepted by the relevant Term Lenders, and (to the extent accepted by any or all of such accepting Term Lenders) such amount shall be applied to the prepayment of the Term Loans held by such Term Lenders ratably based upon the aggregate principal amount of such Loans; provided that, following such offer and application, any amount remaining unapplied shall be returned to the Borrower.

Mandatory Prepayments. (i) If any term loan comprising US Permitted First Lien Indebtedness is incurred by Chrysler Group LLC, then, concurrently with the repayment of the US Loans, the Loans shall be prepaid by an amount equal to 20% of the Net Cash Proceeds of such term loan (for the avoidance of doubt, prepayment is not required for any permitted revolving credit facility); provided, however, that such amount prepaid to Lender shall not exceed $200,000,000 (including any optional prepayment made by the Borrower hereunder); or (ii) if any Indebtedness described in clause (viii) of the definition of Permitted Indebtedness is incurred by any Secured Loan Party or if any other Group Member shall incur Indebtedness as described in clause (n) of the definition of Permitted Indebtedness in the US First Lien Credit Agreement, then the Loans shall be prepaid, by an amount equal to the Lender’s Pro Rata Share of the Net Cash Proceeds of such receipt or incurrence. Prepayments hereunder shall be made (a) [Intentionally Omitted]in the case of a prepayment arising from the incurrence of debt of less than $25,000,000, no later than two Business Days after the date of such incurrence, and (b) in the case of a prepayment arising from the incurrence of debt of $25,000,000 or more, on the date of such incurrence. Chrysler Group LLC shall concurrently make prepayments to the US Lender of the US Loans and reductions of the US Commitment in an aggregate amount equal to the US Lender’s Pro Rata Share of the Net Cash Proceeds of any Indebtedness described in clause (ii). Any such prepayment shall be accompanied by a notice to the Lender specifying the amount of such prepayment and the amount of such concurrent payment of the US Loans. (b) Subject to clause If on any date any Secured 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 within five (c5) below, upon Business Days of receipt by any such Secured Loan Party of such 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)Proceeds, the Borrower Loans 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 be prepaid by 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 Proceeds; provided that on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Notice Prepayment Amount 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 relevant Reinvestment Event. The provisions of this Agreement and the Collateral Documents (but, in the case of Section 2.07 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 8.04. (c) become operativeOn the date that is the thirty-month anniversary of the Restatement Date, the Administrative Agent mayBorrower shall prepay the Advances, or shall at the direction firstly in respect of the Requisite LendersExisting Loans and secondly in respect of the remaining Loans, apply all amounts in an amount equal to the Dollar Equivalent of US$500,000,000; provided that if, at such time, Chrysler Group LLC elects under the US First Lien Credit Agreement to extend the maturity date of up to US$400,000,000 of the Tranche B Loans (as defined under the US First Lien Credit Agreement) until June 10, 2017, the Borrower may elect, in its sole discretion, to reduce the mandatory prepayment required under this paragraph (c) by an amount up to US$100,000,000, by giving written notice to the Lender of its election to do so not later than ten Business Days prior to the thirty-month anniversary of the Restatement Date, setting forth the amount of the Tranche B Loans (as defined in the Cash Collateral Account referred US First Lien Credit Agreement) with respect to above which the maturity date is being extended and the corresponding amount of the mandatory prepayment under this paragraph (c) that is being reduced; provided further that the amount of the prepayment that may be reduced by the Borrower shall be calculated as the amount of the Tranche B Loans (as defined under the US First Lien Credit Agreement) with respect to which the Obligationsmaturity is being extended at such time divided by the Tranche B Commitment (as defined under the US First Lien Credit Agreement as of the date hereof) and multiplied by US$500,000,000. (d) Subject On the date that is the seventh anniversary of the Restatement Date, the sum of the Loans shall be mandatorily prepaid by an amount equal to (i) 50% of the Maximum Loan Amount minus (ii) the aggregate principal amount of optional or mandatory principal repayments of Loans made after the Restatement Date but prior to such date. (e) Any amounts prepaid under this Section 2.07 shall be applied (i) first, to pay any fees and indemnity obligations owed to the provisions Lender, (ii) second, to pay accrued and unpaid interest on, the obligations under the Loans and (iii) third, to repay the outstanding principal amount of clause any Loans until paid in full. (c) above each a “Mandatory Prepayment”); provided that notwithstanding the foregoing, no Mandatory Prepayment is required to be made in respect of Net Proceeds of any sale, transfer or other disposition of Capital Stock of the Borrower or of any direct or indirect parent of the Borrower as contemplated under any Permitted Restructuring Transaction. Upon receiving any Mandatory Prepayment in connection with the Disposition of Facility Collateral or concurrently with a Permitted Disposition, the Lender shall release its Lien thereon in accordance with Section 4.05. Unless and Sectionuntil all Advances have been paid in full and all other Obligations have been satisfied, the Lender shall not be required to release its Lien on any Facility Collateral other than Facility Collateral for which the Disposition thereof gave rise to such Mandatory Prepayment.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt If Indebtedness is incurred 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)Parent, the Borrower shall within one or any of its Restricted Subsidiaries (other than Indebtedness permitted under Section 6.2), then no later than two Business Day Days after the date of such receipt prepay the Loans (issuance or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in incurrence, an amount equal to 100% of such the Net Cash Proceeds thereof shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in clause (d) belowSection 2.15(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Parent, the Borrower or any of its Restricted Subsidiaries. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing If on the any date Net Cash Proceeds are received by any Loan PartyParent, the Borrower or any of its 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 Recovery Event then, unless a Reinvestment Events do not exceed $50,000,000 Notice shall be delivered in respect thereof, no later than five Business Days (in or, if a Default or Event of Default has occurred and is continuing, three Business Days) after the aggregate since date of receipt by Parent, the Closing Date) and are actually used (Borrower or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case any 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 its Restricted Subsidiaries of such Net Cash Proceeds by a Loan Party andProceeds, 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 shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.15(e); provided that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Notice Prepayment Amount with respect theretoto the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Borrower is required to, or to offer to, repurchase or redeem or repay or prepay Permitted Term Loan Refinancing Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Permitted Term Loan Refinancing Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”)), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.15(b) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon), as set forth in Section 2.15(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten 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 fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) The Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement Term Loans and the Net Cash Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining Term Loans of such Class in the order specified in Section 2.13(b)(ii). (e) Amounts to be applied pursuant to this Section 2.15 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that 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 Borrower may elect (but, except in the case of a Permitted Acquisition, only prepayment pursuant to Section 2.15(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the extent required by clause Administrative Agent to secure the Obligations (vthe “Collateral Account”) and applied thereafter to prepay the Eurodollar Loans on the last day of the definition thereof)next expiring Interest Period for Eurodollar Loans; provided furtherthat (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, howeveruntil such amounts are applied to prepay such Eurodollar Loan, in the event an Event of and (B) at any time while a Default has occurred and is continuing after the provisions in this clause (c) become operativecontinuing, the Administrative Agent may, or shall at and upon written direction from the direction of the Requisite Required Lenders, shall apply any or all of such amounts in the Cash Collateral Account referred to above to the Obligationspayment of Eurodollar Loans. (df) Subject Notwithstanding any other provisions of Section 2.15 to the provisions extent any or all of clause the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary (c“Foreign Asset Sale”), the Net Cash Proceeds of any Casualty Event received by a Foreign Subsidiary (“Foreign Recovery Event”), the Net Cash Proceeds of any incurrence of Indebtedness by a Foreign Subsidiary to the extent required to repay the Term Loans pursuant to Section 2.15(a) above (“Foreign Indebtedness Event”) or Excess Cash Flow attributable to Foreign Subsidiaries, are prohibited or delayed by any applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and Sectionthe fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay the Term Loans at the times provided in this Section 2.15 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the Term Loans pursuant to Section 2.15 (provided that no such prepayment of the Term Loans pursuant to Section 2.15 shall be required in the case of any such Net Cash Proceeds or Excess Cash Flow the repatriation of which the Borrower believes in good faith would result in material adverse tax consequences, if on or before the date on which such Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to a Reinvestment Notice (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower applies an amount equal to the amount of such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary).

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]. If Borrower or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then Borrower shall promptly notify Bank of such proposed Disposition or Event of Loss (bincluding the amount of the estimated Net Cash Proceeds to be received by Borrower or such Subsidiary in respect thereof) Subject to clause (c) belowand, promptly upon receipt by any Loan Party Borrower or such Subsidiary of the Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% Disposition or Event 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 respect of Letters of Credit as set forth in clause (d) below) Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that (x) so long as no Default or Event of Default then exists, this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of an Event of Loss so long as such Net Cash Proceeds are applied to replace or restore the relevant Property in accordance with the relevant Collateral Documents, (y) this subsection shall not require any such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any fiscal year of Borrower not exceeding $250,000 in the aggregate so long as set forth no Default or Event of Default then exists, and (z) in the case of any Disposition not covered by clause (d) below. (c) Notwithstanding clause (by) above, as so long as no Default or Event of Default shall have occurred then exists, if Borrower states in its notice of such event that Borrower or be continuing on the date relevant Subsidiary intends to reinvest, within 90 days of the applicable Disposition, the Net Cash Proceeds are received by any Loan Partythereof in assets similar to the assets which were subject to such Disposition, the then Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from make a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (mandatory prepayment under this subsection 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 respect 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 extent such Net Cash Proceeds are actually reinvested in such similar assets with such 90 day period. Promptly after the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent end of such 90 day period, Borrower shall notify Bank whether Borrower or (ii) applied an amount equal to such Subsidiary has reinvested such Net Cash Proceeds in repayment of such similar assets, and, to 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 extent such Net Cash Proceeds or earlier to have not been so reinvested, Borrower shall promptly prepay the extent that Revolving Loans up to Obligations in the amount of such Net Cash Proceeds are used as set forth not so reinvested. The amount of each such prepayment shall be applied first to the outstanding Term Loans until paid in full and then to the Revolving Loans; provided that proceeds relating to Eligible Inventory and Eligible Receivables then included in the Reinvestment Notice with respect thereto; provided, however, that Borrowing Base shall first be applied to the extent Revolving Loans. If Bank so requests, all proceeds of such Disposition or Event of Loss shall be deposited with Bank (or its agent) and held by it in the Collateral Account to be disbursed to or at Borrower’s direction for application to or reimbursement for the costs of replacing, rebuilding or restoring such Property. (ii) If after the Closing Date Borrower or any asset subject to such Asset Sale Subsidiary shall issue new equity securities (whether common or Property Loss Event constituted Collateralpreferred stock or otherwise), any replacementother than equity securities issued in connection with the exercise of employee stock options, fixed or alternative assets acquired with Borrower shall promptly notify Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied in such amounts and to such Obligations as agreed to by Borrower and Bank. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Bank for any breach of Section 7.5 (Maintenance of Subsidiaries) or Section 8.1(i) (Change of Control) hereof or any other terms of the Loan Documents. (iii) If after the Closing Date Borrower or any Subsidiary shall issue any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money expressly permitted by Section 7.1, Borrower shall promptly notify Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied in such amounts and to such Obligations as agreed to by Borrower and Bank. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Bank for any breach of Section 7.1 or any other terms of the Loan Documents. (iv) If after the Closing Date Borrower or any Subsidiary shall issue any Subordinated Debt, Borrower shall promptly notify Bank of the estimated Net Cash Proceeds of such issuance to be received by or for the account of Borrower or such Subsidiary in respect thereof. Promptly upon receipt by Borrower or such Subsidiary of Net Cash Proceeds of such issuance, Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. Each such prepayment shall be applied in such amounts and to such Obligations as agreed to by Borrower and Bank. Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of Bank for any breach of Section 7.1 or any other terms of the Loan Documents. (v) Borrower shall, upon acquisition thereof on each date the Revolving Credit Commitment is reduced pursuant to Section 2.13, prepay the Revolving Loans and, if necessary, Cash Collateralize the L/C Obligations by a Warnaco Entitythe amount, be subject if any, necessary to a perfected Lien in favor reduce the sum of the Collateral Agent, for aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the benefit amount to which the Revolving Credit Commitment has been so reduced. (vi) If at any time the sum of the Secured Parties, in each case, having unpaid principal balance of the priority described in Section 4.20 of this Agreement Revolving Loans and the Collateral Documents L/C Obligations then outstanding shall be in excess of the Borrowing Base as then determined and computed, Borrower shall immediately and without notice or demand pay over the amount of the excess to Bank as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Revolving Loans until paid in full with any remaining balance to be applied to Cash Collateralize the L/C Obligations. (butvii) If at any time the Dollar Equivalent of the sum of the aggregate principal amount of the total Revolving Loans in Euros exceeds the Euro Sublimit, Borrower shall immediately and without notice or demand pay over the amount of the excess to Bank as and for a mandatory prepayment on such Obligations, with each such prepayment to be applied to the Revolving Loans until paid in full or the Euro Sublimit is no longer exceeded. (viii) Unless Borrower otherwise directs, prepayments of Loans under this Section 2.8(b) shall be applied first to the Term Loan until paid in full and then to the Revolving Loans (with a concurrent permanent reduction of the Revolving Commitment); provided that the proceeds from the divestiture of the real property located at 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000 shall be permitted to first be applied to the Revolving Loans outstanding. Each prepayment of Loans under this Section 2.8(b) shall be made by the payment of the principal amount to be prepaid and, in the case of a Permitted Acquisitionany Term Loans, only accrued interest thereon to the extent required by clause (v) date 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 prepayment together with any amounts in the Cash Collateral Account referred to above to the Obligationsdue Bank under Section 3.3. (d) Subject to the provisions of clause (c) above and Section

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 immediately upon discovery by or notice to clause (c) below, upon receipt by Borrowers that 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 lending limits set forth in clause (dSection 2.1(a) belowor Section 2.5(a) 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 soldexceeded, 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 Borrowers shall pay 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 PartiesLenders an amount sufficient to reduce the outstanding principal balance of the applicable Loans to the applicable maximum allowed amount, in each case, having and such amount shall become due and payable by Borrowers without the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, in the case necessity of a Permitted Acquisitiondemand by Agent or any Lender; and (ii) If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, only sell, transfer or otherwise dispose of any asset pursuant to Section 8.5(d) or in a manner not permitted hereunder or (y) suffer an Event of Loss, then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by a Loan Party and/or such Subsidiary of the Net 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 extent required by clause (v) Lenders as a prepayment of the definition thereof); Loans. Notwithstanding the foregoing and 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]. (b) Subject to clause (c) belowUnless the Required Prepayment Lenders shall otherwise agree, upon receipt if any Indebtedness shall be incurred 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)SuperHoldings, 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 shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d), provided, however, that the foregoing requirements of this paragraph (a)(ii) shall not apply to any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (or, in the event of damage by casualty, the date the repair or restoration of the relevant Property is completed) 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 Term Loans as set forth in clause Section 2.12(d); provided, that, notwithstanding the foregoing, (di) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date aggregate Net Cash Proceeds are received by 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 Loan Partyfiscal year of the Borrower, or $2,000,000 in any fiscal year of the Borrower immediately succeeding a fiscal year of the Borrower as of the last day of which the Consolidated Leverage Ratio is less than or equal to 4.0 to 1.0, 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 as set forth in Section 2.12(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 toward the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in prepayment of the Term Loans until the 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 received by SuperHoldings, Holdings, the Borrower and their respective Subsidiaries and not previously applied toward the prepayment of the Term Loans shall exceed $1,000,000. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2005, 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). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than three months after the Reinvestment Notice date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect thereto; providedto which such prepayment is made, howeverare required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to this Section 2.12 shall be made first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.12 shall be applied in the order set forth in Section 2.18 (e) If, that at any time the Total Revolving Extensions of Credit exceeds the lesser of (A) the Borrowing Base in effect on such date and (B) the Total Revolving Credit Commitments, the Borrower shall repay the Revolving Credit Loans to the extent any asset subject to of such Asset Sale or Property Loss Event constituted Collateralexcess, any replacementprovided 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), fixed or alternative assets acquired with Net Cash Proceeds the Borrower shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor the extent of the Collateral Agentbalance 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 Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement Lenders on terms and the Collateral Documents (but, in the case of a Permitted Acquisition, only conditions satisfactory 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 ObligationsAgent. (df) Subject to the provisions The Borrower agrees that during each calendar year there shall be a period of clause (c) above and Sectionat least 30 consecutive days during which there are no Revolving Extensions of Credit outstanding.

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject If a Change of Control occurs that has not been consented to clause (c) belowin writing by Agent prior to the consummation thereof, upon receipt by any Loan Party of Net Cash Proceeds (but only if at on or prior to the time first Business Day following the date of such receipt the Available Credit is less than 25% Change of the Aggregate Borrowing Limit at such time)Control, the Borrower shall within one Business Day after such receipt prepay the Loans Loan and all other Obligations (other than, indemnity obligations that are not then due and payable or provide cash collateral in with respect of Letters of Credit as set forth in clause (d) belowto which no claim has been made) in an amount equal full in cash together with accrued interest thereon to 100% the date 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 prepayment and all other amounts owing to Agent and Lenders under 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) Documents 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 Advance Prepayment Additional Interest and Term Loan Prepayment Additional Interest that would be payable on such date, and whereupon the Administrative Agent Revolving Loan Commitments 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 theretobe terminated; provided, howeverthat if such event occurs on or prior to May 14, that to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateral2021, 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 Borrower shall also pay Agent, for the benefit of the Secured PartiesLenders, an amount equal to the sum of the Revolving Commitment Lockout Period Additional Interest and the Term Loan Lockout Period Additional Interest; provided further that any such prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) sells any Pledged Lease or other material assets or other properties, (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, having to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the priority described in Section 4.20 Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of this Agreement the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account, and the Collateral Documents (but, Revolving Advance Prepayment Additional Interest provided for in the case of a Permitted Acquisition, only to the extent required by clause (vi) of the definition thereof, provided, that if such event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of the Lenders, an amount equal to the amount of interest that would have accrued on the sum of the principal balance of the Loan plus projected further utilization of the Loan hereunder (as determined by Agent in its Permitted Discretion); provided further, howeverfrom such date of prepayment to May 14, 2021, at a per annum rate equal to the Calculated Rate. (c) In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the event an necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, however, that if such Lease is continuing an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) of the definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the provisions earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then Borrower shall without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this clause (c) become operativeAgreement so that the Borrowing Base is equal to or exceeds the then outstanding principal balance of the Loan. The pledge and delivery to Agent of additional Eligible Leases shall comply with the document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the Administrative Agent may, or shall at the direction outstanding unpaid principal balance of the Requisite Lenders, apply all amounts in Loan is equal to or less than the Cash Collateral Account referred to above to the ObligationsBorrowing Base. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]On the first Business Day following the delivery of a Mandatory Prepayment Notice from the Calculation Agent to the Borrower (with a copy thereof to the Administrative Agent and the Lenders) stating that a Mandatory Prepayment Event has occurred (which need not be continuing) (provided that, subject to the last sentence of Section 2.05(b), if the Calculation Agent fails to deliver such Mandatory Prepayment Notice by 6:00 p.m. on the date the relevant Mandatory Prepayment Event occurs, any Lender may deliver or cause to be delivered the Mandatory Prepayment Notice in respect of such Mandatory Prepayment Event to the Borrower (with a copy thereof to each other Lender and Agent) with the same effect as if such Mandatory Prepayment Notice was delivered by the Calculation Agent; provided, further, that any failure to so deliver a copy of a Mandatory Prepayment Notice to any Lender or Agent shall not invalidate the effectiveness of such Mandatory Prepayment Notice) the Borrower shall prepay the aggregate outstanding principal amount of the Loans, together with all accrued interest thereon and shall pay any additional amounts required pursuant to Section 3.04 and any applicable Prepayment Amount, and all other Obligations (other than contingent obligations for which no claim has been made). (b) Subject For purposes of the delivery and receipt of any Mandatory Prepayment Notice (including under Section 10.02), (i) the Borrower consents to clause (c) below, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time delivery of such receipt Mandatory Prepayment Notice by electronic communications and (ii) the Available Credit is less than 25% Borrower’s “normal business hours” shall be 9:00 a.m. to 6:00 p.m., each Business Day. Notwithstanding anything to the contrary contained herein, in the event that a Mandatory Prepayment Event occurs following any Potential Adjustment Event, Issuer Merger Event or Spin-Off Event, then the Calculation Agent and the Lenders agree not to send a Mandatory Prepayment Notice until such time as Calculation Agent has made its (or, subject to the terms and conditions of the Aggregate Borrowing Limit at proviso to this sentence, the Required Lenders have made their) determination as to the appropriate adjustments, if any, to be made to (i) the Minimum Price, (ii) the Maximum Share Number, (iii) the LTV Margin Call Level and/or (iv) the LTV Reset Level, in each case, in accordance with and subject to the provisions of Section 1.02(d); provided that, if the Calculation Agent fails to make its determination with respect to such timeadjustments by 6:00 p.m. on the date the relevant Mandatory Prepayment Event occurs, the Required Lenders (provided that the outstanding Loans held by, and unused Commitments of, the Calculation Agent and its Affiliates shall be excluded for purposes of making such determination of Required Lenders) may make such adjustments, if any, in each case, in accordance with and subject to the provisions of Section 1.02(d), with the Borrower shall within one Business Day after such receipt prepay same effect as if they were made by 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) belowCalculation Agent. (c) Notwithstanding clause (b) aboveSubject to Section 2.11(j), as long as no Event of Default any prepayment described in this Section 2.05 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 made to the Administrative Agent to be held by for 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 ratable accounts of the Revolving Loans and the Lenders. The Administrative Agent shall have established an Availability Reserve in the amount forward to each Lender its Ratable Share of each 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 Obligationspayment. (d) Subject to the provisions of clause (c) above and Section

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. (a) [Intentionally Omitted]Unless the Required Lenders shall otherwise agree, if any Loan Party or any Subsidiary shall incur any Indebtedness (other than Permitted Indebtedness), then upon receipt Borrower shall apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount. The provisions of this Section 2.7(a) do not constitute a consent to the incurrence of any Indebtedness by any Loan Party. (b) Subject to clause (c) belowUnless the Required Lenders shall otherwise agree, upon receipt by if on any date any Loan Party of shall receive Net Cash Proceeds from any Disposition (but only if at the time of such other than a Disposition pursuant to Section 6.5(h)) or any Purchase Price Refund, then upon 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 apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as set forth in clause (d) belowthe result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are permanently reduced by an equal amount. The provisions of this Section do not constitute a consent to the consummation of any Disposition. (c) Notwithstanding clause Unless the Required Lenders shall otherwise agree, if on any date Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Disposition pursuant to Section 6.5(h), then: (bi) aboveunless prior to such date Borrower has delivered to Agent a Reinvestment Notice with respect thereto, as long as no Event of Default shall have occurred or be continuing on the date that is five Business Days after such receipt thereof Borrower shall apply such Net Cash Proceeds to (i) prepay the principal amount of the Loans or (ii) repay amounts required to be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the principal amount of loans under the First Lien Credit Agreement provided the commitments under the First Lien Credit Agreement are received permanently reduced by any Loan Partyan equal amount; and (ii) in the event Borrower delivers to Agent a Reinvestment Notice with respect to such Net Cash Proceeds, the Borrower shall not be required to so apply an amount equal to the aggregate Net Cash Proceeds arising from a Reinvestment Event to less 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 Proceeds, if any, expended prior to the relevant Reinvestment Prepayment Date to make a Loan Party and, pending application of such proceeds, the Borrower has either Qualified Investment to (i) paid an prepay the principal amount equal to such Net Cash Proceeds to of the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent Loans or (ii) applied an amount equal repay amounts required to such Net Cash Proceeds in repayment be repaid under the First Lien Credit Agreement as the result of any borrowing base deficiency or optionally prepay the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in the principal amount of such repayment, which reserve shall xxxxx on loans under the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to First Lien Credit Agreement provided the extent that Revolving Loans up to commitments under the amount of such Net Cash Proceeds First Lien Credit Agreement 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 permanently reduced 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 Obligationsequal amount. (d) Subject Each prepayment of the Loans pursuant to this Section 2.7 shall be applied in accordance with Section 2.9 and shall be accompanied by a cash payment of the accrued interest (whether accrued as Cash Interest or PIK Interest) to the provisions Prepayment Date on the principal amount prepaid together with all other amounts then owing under this Agreement or any Loan Document including any fees and expenses then due and payable under any Loan Document. Each prepayment of clause (cthe Tranche A Loans pursuant to Sections 2.7(a), 2.7(b) above and Sectionor 2.7(c) shall be accompanied by the concurrent payment of the Applicable Premium.

Mandatory Prepayments. (a) [Intentionally Omitted]If, after the Merger Effective Time, any Indebtedness shall be incurred by the Parent or any of its Subsidiaries (other than any permitted Indebtedness incurred in accordance with Section 7.2 (except for Credit Agreement Refinancing Indebtedness which shall be applied in accordance with clause (iii) of the definition thereof)), an amount equal to 100.0% 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(d). (b) Subject to clause (c) below, upon receipt by If on any Loan Party date after the Merger Effective Time the Parent 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 25from any Asset Sale or Recovery Event then, an amount equal to 100% of the Aggregate Borrowing Limit at such time), Net Cash Proceeds shall be applied on the Borrower shall within one fifth Business Day after such following the receipt prepay thereof toward the prepayment of the Term Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause Section 2.13(d); provided, that, notwithstanding the foregoing, at the option of the Parent, the Parent may reinvest the Net Cash Proceeds in the business of the Parent or any of its Subsidiaries within (dx) below18 months following the receipt of such Net Cash Proceeds or (y) 24 months following the receipt of such Net Cash Proceeds, in the event that the Parent or any of its Subsidiaries shall have entered into a binding commitment within 18 months following the receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the business of the Parent or any of its Subsidiaries (it being understood that if any portion of such Net Cash Proceeds are no longer intended to be reinvested or are not reinvested within such 24-month period, an amount equal to 100% of such Net Cash Proceeds shall be applied on the fifth Business Day after the Parent reasonably determines that such Net Cash Proceeds are no longer intended to be or are not reinvested within such 24-month period toward prepayment of the Term Loans as set forth in clause Section 2.13(d)); provided that if at the time that any such prepayment would be required, the Parent or any of its Subsidiaries is required to prepay or offer to repurchase with the Net Cash Proceeds of such Asset Sale or Recovery Event any Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness, Ratio Debt, Incurred Acquisition Debt or any other Indebtedness outstanding at such time, in each case that is secured by a Lien on the Collateral that is pari passu (dbut without regard to the control of remedies) belowwith the Liens securing the Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Asset Sale Indebtedness”), then the Parent may apply the Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Asset Sale Indebtedness at such time) to the prepayment of such Other Applicable Asset Sale Indebtedness; it being understood that the portion of the Net Cash Proceeds allocated to the Other Applicable Asset Sale Indebtedness shall not exceed the amount of the Net Cash Proceeds required to be allocated to the Other Applicable Asset Sale Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. (c) Notwithstanding clause [Reserved]. (d) The application of any prepayment pursuant to Section 2.13(a) or (b) aboveshall reduce the outstanding principal amounts of the Term Loans held by the Lenders on a pro rata basis and shall be applied to the remaining scheduled principal installments thereof as directed by the Company (and, in the absence of such direction, in 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, second, to RFR Loans and third, to Term Benchmark Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) 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 prepayment of Term Loans required to be made by a Borrower pursuant to Section 2.13(b), to decline all (but not a portion) of its prepayment (such declined amounts, the “Declined Proceeds”), which Declined Proceeds may be retained by the Parent and used for any purpose not prohibited hereunder; provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.13(a) above to the extent that such prepayment is made with the proceeds of any Credit Agreement Refinancing Indebtedness incurred to refinance all or a portion of the Term Loans. If any Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its ratable 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 Lender’s ratable percentage of the total amount of such mandatory prepayment of the Term Loans. (f) [Reserved]. (g) If at any time the Total Revolving Extensions of Credit exceed 105% of the Total Revolving Commitments, the Borrowers shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans in an amount equal to the amount of such excess or, to the extent the principal amount of Revolving Loans outstanding is less than the amount of such excess, cash collateralize L/C Obligations in respect of any Letters of Credit (in an amount equal to 101% of the undrawn face amount thereof) (or backstop or provide credit support reasonably acceptable to the applicable Issuing Lender), in each case to the extent necessary to eliminate any such excess. (h) Notwithstanding any other provisions of Section 2.13, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Parent or any applicable Domestic Subsidiary (the Parent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as no Event such repatriation does not create a non-de minimis adverse tax consequence) or if the Parent has determined in good faith that repatriation of Default shall any such amount to the Parent or any applicable Domestic Subsidiary would have occurred or be continuing on non-de minimis adverse tax consequences with respect to such amount, the date portion of such Net Cash Proceeds are received by any Loan Party, the Borrower shall so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary for so apply an amount equal long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Parent or the applicable Domestic Subsidiary, or the Parent believes in good faith that such non-de minimis adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds arising from a Reinvestment Event to is permitted under the extent applicable local law or the Parent determines in good faith that all such repatriation would no longer would have such non-de minimis adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds from all Reinvestment Events do will be promptly (and in any event not exceed $50,000,000 later than five Business Days after such repatriation) applied (in net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the aggregate since prepayment of the Closing Date) applicable Term Loans as otherwise required pursuant to this Section 2.13; provided that, notwithstanding the foregoing, the Parent and are actually used the applicable Foreign Subsidiary shall have no obligation to repatriate any Net Cash Proceeds (or have been contractually committed to be usedtake any further action with respect thereto) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in from and after 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 date that is twelve months after 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 ObligationsProceeds. (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 Indebtedness (b) Subject to clause (c) belowexcluding any Indebtedness incurred in accordance with Section 7.2, 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 time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral Permitted Refinancing Obligations in respect of Letters of Credit as set forth in clause (dTerm Loans) below) in shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default thereof shall have occurred or be continuing on applied not later than one Business Day after 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 andtoward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, pending application of such proceeds, if on any date the Borrower has either or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) paid on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to such Net Cash Proceeds the Reinvestment Prepayment Amount with respect to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or relevant Reinvestment Event and (ii) applied on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Net Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2014, there shall be Excess Cash Proceeds in repayment Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans (x) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the Administrative Agent shall have established an Availability Reserve in period beginning with the amount day following the last day of such repayment, which reserve shall xxxxx fiscal year and ending on the Reinvestment Prepayment Excess Cash Flow Application Date applicable and stated by the Borrower to such Net Cash Proceeds or earlier be prepaid pursuant to this Section 2.12(c)(ii)(y), in each case other than to the extent that Revolving any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the Reinvestment Notice with respect thereto; provided, however, that date on which the financial statements referred 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 AgentSection 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 (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 Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the provisions prepayment of clause the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and with respect to prepayments pursuant to Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) above that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and Sectionprovide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and Extended Lender holding Tranche A Term Loans) a notice (each, a “Tranche A Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. (f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (g) Notwithstanding any other provision of this Section 2.12, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.12(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Lender’s pro rata portion of such prepayment (and any such Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

Mandatory Prepayments. Within five (a5) [Intentionally Omitted]. (b) Subject to clause (c) below, upon Business Days of the receipt by any Loan Party of Net Cash Proceeds (but only if at from the time occurrence of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)any Casualty Event or Specified Asset Sale, Holdings 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) 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 one hundred percent (100%) of the Net Cash Proceeds arising from a Reinvestment received by Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, as the case may be, to (i) the extent that all prepayment of outstanding Loans and (ii) the payment of accrued and unpaid interest on the principal amount of the Loans being prepaid and the payment of the Early Prepayment Fee. Such Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in shall be allocated to such prepayment and payments such that the aggregate since the Closing Date) full amount of principal, interest and are actually used (or have been contractually committed to prepayment fees payable hereunder shall 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 paid with such Net Cash Proceeds by a Loan Party andProceeds. Notwithstanding the foregoing, 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 so long 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 no Default has occurred and is continuing after or shall immediately result therefrom, if, within three (3) Business Days following the provisions occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or to the cost of purchase or constructing other assets useful in the business of the Borrower or its Subsidiaries, then such Net Cash Proceeds of such Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (cb) become operativeto the extent such Net Cash Proceeds of such Casualty Event or Asset Sale are actually applied for such purpose; provided 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 Specified Asset Sale (or, if within such 180-day period the Borrower enters into a binding commitment to purchase or acquire such assets, within ninety (90) days from entering into such binding commitment), the Administrative Agent may, or 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 Holdings or any of its Subsidiaries with respect to such Casualty Event or Specified Asset Sale, apply all amounts in as the case may be, together with payment of accrued and unpaid interest on the principal amount of the Loans being so prepaid and the applicable Early Prepayment Fee, 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 payment of the Early Prepayment Fee such that the full payable with respect to such mandatory prepayment is paid with such unused balance of Net Cash Proceeds. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]If a Change of Control occurs, then within fifteen (15) days of such Change of Control, (i) the Mandatory Prepayment Amount shall become automatically due and payable without any notice or other action from the Trust; (ii) the Utility shall pay the Trust the Mandatory Prepayment Amount, (iii) to the extent the Mandatory Prepayment Amount is not paid in full on such date, and the LC has been issued and is outstanding pursuant to Section 2.2(a) hereof, the Trust may draw on the LC up to the lesser of the stated amount thereof and the unpaid portion of the Mandatory Prepayment Amount, and (iv) the Utility shall provide the Trust with a statement prepared by the Utility in good faith and in consultation with the Utility Accounting Firm setting forth, in reasonable detail, the calculation of such payment in accordance with this Agreement along with supporting schedules as well as the identification of any material assumptions that were utilized in preparing such calculation. (b) Subject If a Financing Event occurs, then (i) the Mandatory Prepayment Amount shall become automatically due and payable without any notice or other action from the Trust upon the later of (x) the First Payment Date and (y) fifteen (15) days after the consummation of such Financing Event; (ii) the Utility shall pay the Trust on the applicable payment date (as determined pursuant to clause (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 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 (dimmediately above) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause the Mandatory Prepayment Amount, (diii) 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 the Mandatory Prepayment Amount is not exceed $50,000,000 (paid in full on such date, and the aggregate since the Closing DateLC has been issued and is outstanding pursuant to Section 2.2(a) 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 proceedshereof, 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 Trust may draw on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to the extent that Revolving Loans LC up to the lesser of the stated amount thereof and the unpaid portion of the Mandatory Prepayment Amount, and (iv) the Utility shall provide the Trust with a statement prepared by the Utility in good faith and in consultation with the Utility Accounting Firm setting forth, in reasonable detail, the calculation of such Net Cash Proceeds are used as set forth payment 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 along with supporting schedules as well as the Collateral Documents (but, identification of any material assumptions that were utilized 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 Obligationspreparing such calculation. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (i) (x) If any Prepayment Event under any of clauses (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 through (d) below) in an amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) abovethe defined term “Prepayment Event” occurs, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Partythen, 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 of any remaining Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 received by the Loan Parties on account thereof after application of such proceeds to outstanding ABL Obligations in accordance with the ABL Loan Agreement or (in y) if any Prepayment Event under clause (e) of the aggregate since defined term “Prepayment Event” occurs, then the Closing DateBorrowers shall, within five (5) and are actually used Business Days (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (immediately in the case of an Asset Saleany incurrence of any Indebtedness that is not Permitted Indebtedness) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days after receipt of the receipt Net Proceeds of each such Net Cash Proceeds by a Loan Party andPrepayment Event, pending application of such proceeds, prepay the Borrower has either (i) paid Term Loans in 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 remaining Net Cash Proceeds in repayment of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve Proceeds, as applicable), together with any applicable Prepayment Premium 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 specified in the Reinvestment Notice with respect theretoAgent Fee Letter; provided, however, that (x) notwithstanding anything 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, contrary in the case of a Permitted AcquisitionAgent Fee Letter, only to the extent required by no Prepayment Premium shall become due and payable in connection with any Prepayment Event under clause (ve) of the definition defined term “Prepayment Event”, (y) no prepayment shall be required in connection with any Prepayment Event under clause (e) of the defined term “Prepayment Event” if such prepayment would not then be permitted pursuant to Section 8(y) of the ABL Loan Agreement (as in effect on the Fifth Amendment Effective Date) and (z) the Borrowers shall be permitted to replace, repair, restore or rebuild Collateral that is subject to any casualty or other insured damage or any taking under power of eminent domain or by condemnation or similar proceeding of (and payments in lieu thereof); provided further, however, in the event an so long as (i) no Default or Event of Default has occurred and is continuing and (ii) any such Net Proceeds on account of such Prepayment Event not used to replace, repair, restore or rebuild such Collateral within 180 days after the provisions in this clause (c) become operative, receipt of such Net Proceeds shall be applied to the Administrative Agent may, or shall at the direction prepayment of the Requisite Lenders, apply all amounts Term Loans in the Cash Collateral Account referred to above to the Obligationsaccordance with this Section 2.6(b)(i) and Section 2.6(c). (dii) Subject If all Commitments under (and as defined in) the ABL Loan Agreement are terminated prior to the provisions Scheduled Maturity Date under (and as defined in) the ABL Loan Agreement, the Borrowers shall immediately prepay all of clause (c) above and Sectionthe Loans.

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. (a) [Intentionally Omitted]Upon the occurrence of any of the events set forth in Section 2.1 of the Common Agreement, the Borrower shall be required to prepay the Advances, as set forth in Section 2.1 of the Common Agreement. All such prepayments shall be made in the manner set forth in Section 2.1 of the Common Agreement, together with accrued interest to the date of such prepayment on the principal amount prepaid, together with any amounts owing pursuant to Section 8.06(c). Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement may not be reborrowed. Amounts prepaid pursuant to this Section 2.06 and Section 2.1 of the Common Agreement shall be applied on a pro rata basis across maturities to the Advances held by each Lender, unless otherwise specified in Section 2.1 of the Common Agreement. (b) Subject to clause On each Test Date (c) as defined 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 notify the Administrative Agent in writing of the Gross Principal Due (as defined below) and the Cash Resources Available (as defined below), in each case as of such Test Date. If, on either Test Date, the Gross Principal Due exceeds the Cash Resources Available, in each case as of such Test Date, the Borrower shall, no later than forty-five (45) days after the applicable Test Date (the “Mandatory Prepayment Date”) prepay all of the Advances of all of the Lenders, provided that any Lender (each, a “Waiving Lender”) may, on or before the Mandatory Prepayment Date, by written notice to the Borrower (with a copy to the Administrative Agent) (a “Mandatory Prepayment Waiver Notice”) waive the requirement pursuant to this Section 2.06(b) for such receipt mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to 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% Advances of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveWaiving Lender. Immediately after receipt thereof, as long as no Event the Administrative Agent shall provide a copy of Default shall have occurred or be continuing on each Mandatory Prepayment Waiver Notice to each Lender. On the date Net Cash Proceeds are received by any Loan PartyMandatory Prepayment Date, the Borrower shall not prepay the Advances of all Lenders (other than each Waiving Lender) . All such prepayments shall be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event made to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (Lenders entitled thereto pro rata and shall otherwise be paid 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 manner set forth in Section 2.1 of the Reinvestment Notice Common Agreement. Such prepayments shall be made together with respect thereto; provided, however, that accrued interest to the extent date of such prepayment on the principal amount prepaid and together with any asset subject amounts owing pursuant to Section 8.06(c) as a result of 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, prepayment. Amounts prepaid pursuant to this Section 2.06(b) may not be subject to a perfected Lien in favor of reborrowed. For the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 purposes 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 SectionSection 2.06(b):

Mandatory Prepayments. (ai) [Intentionally Omitted]. Until no Term Loans remain outstanding, and in the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any other Group Member in respect of any Prepayment Event, the Borrower shall, (bx) Subject within five Business Days after such Net Proceeds are received by Parent or any other Group Member that is a Domestic Subsidiary or (y) within 90 days after such Net Proceeds are received by any Group Member that is a Foreign Subsidiary, prepay the Term Loans as set forth in paragraph (v) below in an aggregate amount equal to (A) in the case of a Prepayment Event described in clause (c) belowof the definition of the term “Prepayment Event”, upon receipt by any Loan Party of Net Cash Proceeds (but only if at the time 50.0% of such receipt Net Proceeds, (B) in the Available Credit is less than 25% case of a Prepayment Event 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 type described in clause (dd)(ii) below) in an amount equal to of the definition of the term “Prepayment Event”, 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 attributable to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 Excess Indebtedness Amount, and (in the aggregate since the Closing DateC) 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 (all other Prepayment Events, 100% of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative Agent a Property Loss Event) certificate of a Financial Officer to the soldeffect that Parent or any of its Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), damaged or taken property within 180 days of the after receipt of such Net Cash Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Parent or any of its Restricted Subsidiaries, then, so long as no Default has occurred and is continuing, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further that (1) to the extent any such Net Proceeds therefrom have not been so applied by a Loan Party and, pending application the end of such proceeds180-day period, a prepayment shall be required on the Borrower has either (i) paid first Business Day after the expiration of such period in an amount equal to such Net Proceeds that have not been so applied and (2) to the extent the aggregate Net Proceeds resulting from Prepayment Events of the type described in clause (a) of the definition thereof received by the Group Members that have not been applied either to prepay the Term Loans or to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) in accordance with this Section 3.04(c)(i) exceeds $35,000,000 at any given time, the Borrower shall, (x) within five Business Days if such excess Net Proceeds are held by Parent or any other Group Member that is a Domestic Subsidiary or (y) within 90 days if such excess Net Proceeds are held by any Group Member that is a Foreign Subsidiary, prepay the Term Loans as set forth in paragraph (v) below in an aggregate amount equal to such excess. (ii) Until no Term Loans remain outstanding, the Borrower shall prepay the Term Loans as set forth in paragraph (v) below on the date that is ten days after the earlier of (A) the date on which Parent’s annual audited financial statements for the immediately preceding Fiscal Year are delivered pursuant to Section 8.01(a) and (B) the date on which such annual audited financial statements were required to be delivered pursuant to Section 8.01(a), in an amount equal to (1) if the Total Leverage Ratio as of the last day of the Testing Period ending on the last day of such Fiscal Year is greater than 3.00 to 1.00, 50% of Excess Cash Proceeds Flow for the immediately preceding Fiscal Year or (2) if the Total Leverage Ratio as of the last day of the Testing Period ending on the last day of such Fiscal Year is greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00, 25% of Excess Cash Flow for the immediately preceding Fiscal Year, in each case as set forth in paragraph (v) below. Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial Officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Administrative Agent. For the avoidance of doubt, if the Total Leverage Ratio as of the last day of the Testing Period ending on the last day of any Fiscal Year is less than or equal to 2.50 to 1.00, the Borrower shall have no obligation to prepay any outstanding Term Loans pursuant to this Section 3.04(c)(ii). (iii) Until no Term Loans remain outstanding, the Borrower shall repay the Term Loans as set forth in paragraph (v) below on each anniversary of the Initial Availability Date in an amount equal to the lesser of (A) $12,250,000 and (B) the outstanding principal balance of the Term Loans. (iv) If, after giving effect to any termination or reduction of the Aggregate Revolving Commitments pursuant to Section 2.06(b) or if for any other reason, the Total Revolving Credit Exposure exceeds the Aggregate Revolving Commitments, then the Borrower shall (A) prepay Borrowings on such date in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent to be held by on behalf of the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied Revolving Lenders an amount equal to such Net Cash Proceeds excess to be held as cash collateral as provided in repayment Section 2.07(e). (A) Each prepayment of Term Loans pursuant to paragraphs (i) through (iii) above shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any LIBOR Borrowings then outstanding, and if more than one LIBOR Borrowing is then outstanding, to each such LIBOR Borrowing in such order as the Borrower shall elect and (B) each prepayment of Revolving Loans pursuant to paragraph (iv) above shall be applied, first, to any Swingline Loans then outstanding, second, ratably to any ABR Borrowings then outstanding, and, third, to any LIBOR Borrowings and EURIBOR Borrowings then outstanding, and if more than one LIBOR Borrowing or EURIBOR Borrowing is then outstanding, to each such LIBOR Borrowing or EURIBOR Borrowing in such order as the Administrative Agent Borrower shall have established an Availability Reserve in the amount of such repayment, which reserve elect. (vi) Prepayments pursuant to this Section 3.04(c) 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 be accompanied 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 accrued interest to the extent required by clause (v) of the definition thereofSection 3.02 and any applicable prepayment premium required by Section 3.04(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 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% terms of the Aggregate Borrowing Limit at such time)Intercreditor Agreement, 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 (d) below. (c) Notwithstanding clause (b) abovereceived by an Obligor on account of a Prepayment Event; provided, as however, that, so long as no Cash Dominion Event or Event of Default shall have occurred or and be continuing on the date continuing, Net Cash Proceeds are received by any Loan Party, on account of a Prepayment Event described in clause (a) or (b) of the Borrower definition of Prepayment Event shall not be required to be so apply applied to the extent an amount equal Obligor uses (or commits to use pursuant to a binding agreement) such Net Cash Proceeds arising from a Reinvestment Event to acquire or repair assets consisting of Term Loan Priority Collateral (to the extent that all such Net Cash Proceeds arose from all Reinvestment Events do not exceed $50,000,000 (in the aggregate since the Closing Datea Disposition of Term Loan Priority Collateral) 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(and if so committed but not reinvested within such 180 day period, 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 so reinvested within 270 days of the Reinvestment Notice with respect thereto; providedreceipt of such Net Cash Proceeds), however, it being expressly agreed that to the extent (A) 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, not reinvested or committed to be subject to a perfected Lien in favor of reinvested within 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 initial 180 day period shall be paid to the extent required by clause Lenders and applied to repay the Term Loans within five Business Days following the expiration of such 180 day period and (vB) of any such Net Cash Proceeds committed to be reinvested during the definition thereof); provided further, however, in the event an Event of Default has occurred initial 270 day period and is continuing after the provisions in this clause (c) become operative, the Administrative Agent may, or not so reinvested within such 270 day period shall at the direction of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above be paid to the ObligationsLenders and applied to repay the Term Loans within five Business Days following the expiration of such 270 day period. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (aNotwithstanding the provisions of Section 2.13(g) [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)Credit Agreement, the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral in respect proceeds 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 Pari Passu Debt shall not be required to so apply an amount equal be applied to Net Cash Proceeds arising from a Reinvestment Event prepay 2018 Term F Loans until the 2017 Term E Loans have been repaid in full and until such time any such proceeds shall be allocated to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (payment of Term Loans in the aggregate since the Closing Dateaccordance with Section 2.13(g) 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 proceedsCredit Agreement as if no 2018 Term F Loans were outstanding. From and after the time that the 2017 Term E Loans are no longer outstanding, the Borrower has either proceeds of any Pari Passu Debt shall be applied in accordance with Section 2.13(g) of the Credit Agreement without giving effect to the prior sentence of this paragraph. Applicable Percentage: The Applicable Percentage will be, with respect to any Eurodollar 2018 Term F Loan, 3.25% per annum, and with respect to any ABR 2018 Term F Loan, 2.25% per annum. EXHIBIT B-1 Form of Bass, Xxxxx & Xxxx PLC Legal Opinion 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 (615) 742-6200 March 9, 2015 Credit Suisse AG, as Administrative Agent, Collateral Agent, and Issuing Bank Credit Suisse Securities (USA) LLC, as Sole Book Runner and Sole Lead Arranger, Each of the Lenders party to the Credit Agreement described below Ladies and Gentlemen: We have acted as special counsel to (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in CHS/Community Health Systems, Inc., a Cash Collateral Account designated by the Administrative Agent or Delaware corporation (“Borrower”), (ii) applied an amount equal to such Net Cash Proceeds in repayment Community Health Systems, Inc., a Delaware corporation (“Parent”), and (iii) each of the Revolving Loans Subsidiaries listed on the Schedule of Guarantors attached hereto as Exhibit A (collectively, the “Guarantors” and each a “Guarantor”), in connection with that certain Amendment No. 1 and Incremental Term Loan Assumption Agreement, dated as of even date herewith (the “Amendment and Assumption”), among Parent, Borrower, the Guarantors, the Lenders listed on the signature pages thereto and Credit Suisse, AG, as Administrative Agent and Collateral Agent (the “Agent”). We have been requested by Borrower to render this opinion pursuant to Section 5(c) of the Amendment and Assumption. Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2014 (as amended by the Amendment and Assumption, the “Credit Agreement”), among Parent, Borrower, the Agent, and the Administrative Agent shall Lenders party thereto. Parent, Borrower and the Guarantors are collectively referred to herein as the “Opinion Entities” and each an “Opinion Entity”. References herein to the “Delaware Opinion Entity” and “Delaware Opinion Entities” means individually and collectively, Parent and Borrower. Capitalized terms used but not otherwise defined herein have established an Availability Reserve the same meanings as in the amount Credit Agreement. In connection with this opinion, we have examined (i) the Credit Agreement and (ii) the Amendment and Assumption (sometimes herein referred to collectively as the “Transaction Documents”). We have also reviewed the certificate of incorporation and bylaws of each Delaware Opinion Entity (collectively, the “Organizational Documents”), and such repaymentcorporate records of the Opinion Entities, which reserve shall xxxxx on such certificates of public officials and such other matters regarding the Reinvestment Prepayment Date applicable Credit Suisse AG, as Administrative Agent, Collateral Agent, and Issuing Bank March 9, 2015 Delaware Opinion Entities as we have deemed necessary or appropriate for purposes of this opinion letter. As to such Net Cash Proceeds or earlier to factual matters, we have assumed the extent that Revolving Loans up to correctness of and relied upon statements and other representations of the amount of such Net Cash Proceeds are used as Delaware Opinion Entities and the officers thereof set forth in the Reinvestment Notice Transaction Documents and in certificates provided pursuant to or in connection with respect the Transaction Documents or otherwise provided to us, and upon certificates of public officials, and we have made no independent inquiries or investigations. We have assumed that all of the documents we have reviewed are the valid and binding obligations of the parties thereto; provided, however, that to . For purposes 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 opinions on the existence and good standing of each Delaware Opinion Entity, be subject to a perfected Lien we have relied solely upon certificates of good standing of recent date issued by the Secretary of State of Delaware. In making such examination and in favor of the Collateral Agentexpressing our opinions, for the benefit of the Secured Partieswe have further assumed, 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, without investigation 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 Sectioninquiry:

Mandatory Prepayments. (a) [Intentionally Omitted]Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 7.02), then not later than the next Business Day following such incurrence, the Loans shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such incurrence. (b) Subject to clause (c) belowUnless the Required Prepayment Lenders shall otherwise agree, upon 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, not later than the fifth Business Day following the receipt by the Company or such Subsidiary of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided that (i) any Loan Party such prepayment shall only be required with the aggregate amount of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% from any Asset Sale or Recovery Event received in any fiscal year of the Aggregate Borrowing Limit at such time)Company in excess of $1,000,000 and (ii) notwithstanding the foregoing, the Borrower shall within one Business Day after such receipt prepay on each Reinvestment Prepayment Date the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in shall be prepaid by an amount equal to 100% the Reinvestment Prepayment Amount (or, in the case of a Reinvestment Prepayment Date described in clause (b) of the definition thereof with respect to only a portion of the relevant Reinvestment Deferred Amount, an amount equal to such portion) with respect to the relevant Reinvestment Event. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Company commencing with the fiscal year ending January 31, 2015, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (x) the ECF Percentage of such Excess Cash Flow minus (y) voluntary payments of Term Loans under Section 2.09 during such fiscal year but only to the extent that such prepayments do not (i) occur pursuant to a refinancing of all or any portion of such Term Loans or (ii) utilize the Available Amount. 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 the date on which the financial statements of the Company referred to in Section 6.01(a), for the fiscal year with respect to which such prepayment is made, (i) are required to be delivered to the Lenders and (ii) are actually delivered. (d) In the event of any termination of all the Revolving Credit Commitments, each Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Loans and replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) all outstanding Letters of Credit issued by such Issuing Lender. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Credit Loans and, after the Revolving Credit Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Administrative Agent and each Issuing Lender with respect to) Letters of Credit issued by such Issuing Lender in an amount sufficient to eliminate such excess. (e) Notwithstanding any other provisions of this Section 2.10, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the Company to be attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary duties of directors and managers of Foreign Subsidiaries) from being repatriated to the United States or passed on to or used for the benefit of the Company, the portion 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 Excess Cash Proceeds are received by any Loan Party, the Borrower shall Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.10 but may be retained by the applicable Foreign Subsidiary so apply an amount equal long, but only so long, as applicable local law delays or will not permit repatriation thereof to the United States (the Company hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts in compliance with applicable law to effect such repatriation), and once such repatriation to the United States of any of such affected Net Cash Proceeds arising from or Excess Cash Flow is permitted under applicable local law, such repatriation to the United States will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow 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 Reinvestment Event result thereof) to the repayment of the Loans to the extent otherwise required under this Section 2.10 and (B) to the extent that the Company has determined in good faith that repatriation to the United States of any of or all the Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (of any Disposition by a Foreign Subsidiary or Excess Cash Flow estimated in good faith by the aggregate since the Closing Date) and are actually used (or have been contractually committed Company to be used) attributable to consummate a Permitted Acquisition Foreign Subsidiaries or passing on to purchase replacement or fixed assets (use thereof for the benefit of the Company would cause significant adverse tax consequences to the Company or any of its Subsidiaries, such Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of an Asset Sale) this clause (B), on or repair or replace (in before the case of a Property Loss Event) the sold, damaged or taken property within date 180 days of from the receipt of date on which any such Net Cash Proceeds by a Loan Party and, pending application of so retained would otherwise have been required to be applied to prepayments to the extent otherwise required under Section 2.10(b) or any such proceedsExcess Cash Flow would have been required to be applied to prepayments pursuant to Section 2.10(c), the Borrower has either (i) paid Company applies an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by the Administrative Agent in a or Excess Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal Flow 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 prepayments as if such Net Cash Proceeds or earlier Excess Cash Flow had been received by or was attributable to the extent that Revolving Loans up to Company rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that or Excess Cash Flow had been repatriated to the extent any asset subject to such Asset Sale or Property Loss Event constituted CollateralUnited States (or, any replacementif less, fixed or alternative assets acquired with the Net Cash Proceeds shallor Excess Cash Flow that would be calculated if received by such Foreign Subsidiary). For the avoidance of doubt, upon acquisition thereof by a Warnaco Entitybut without limiting the Company’s obligations under this Section 2.10, be subject in no circumstance shall this Section 2.10 require any Foreign Subsidiary to a perfected Lien in favor make any dividend of the Collateral Agent, or otherwise repatriate for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 Company any portion of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only any Net Cash Proceeds received by such Foreign Subsidiary or Excess Cash Flow attributable 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 Obligationsany such Foreign Subsidiary. (df) Subject All prepayments made pursuant to this Section 2.10 shall be subject to Section 2.19, but shall otherwise be without premium or penalty, and shall be accompanied by accrued interest on the principal amount to be repaid to but excluding the date of payment. (g) Each prepayment of Loans pursuant to this Section 2.10 shall be applied first, pro rata to the provisions installments of clause Term Loans which are scheduled to mature in the 24-month period immediately following such prepayment, second, to remaining installments of Term Loans pro rata according to the outstanding principal amounts thereof, third, if no Term Loans are outstanding, to prepay outstanding Revolving Credit Loans to the full extent thereof, and fourth, if no Term Loans or Revolving Credit Loans are outstanding, to cash collateralize any outstanding Letters of Credit (cup to an aggregate amount equal to the aggregate undrawn face amount of all such Letters of Credit) above (it being understood that any such repayment or cash collateralization shall not permanently reduce Revolving Credit Commitments). (h) The Company shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.10, (1) a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such prepayment and Section(2) at least one Business Day 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.

Mandatory Prepayments. (a) [Intentionally Omitted]. Unless the Required Lenders shall otherwise agree, if any Indebtedness (bexcluding any Indebtedness incurred in accordance with Section 7.2) Subject to clause (c) below, upon receipt shall be incurred by a Borrower 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), 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 its Restricted Subsidiaries an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default thereof shall have occurred or be continuing applied 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 toward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Lenders shall otherwise agree, if on any date a Loan Party andBorrower or any Subsidiary Guarantor shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, pending application unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of such proceedsthe Term Loans as set forth in Section 2.12(d); provided that notwithstanding the foregoing, on the date (the “Trigger Date”) that is six months after the applicable Reinvestment Prepayment Date, the Borrower has either Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date; provided further that such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrowers elect, or are required by the terms thereof), to purchase, redeem or repay any Permitted First Priority Refinancing Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans. (c) Unless the Required Lenders shall otherwise agree, if, for any fiscal year of Holdings commencing with the fiscal year ending on or nearest to January 31, 2015, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the sum of (A) the aggregate amount of all prepayments or cash collateralization of ABL Indebtedness during such fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash Flow Application Date, to the extent accompanied by permanent optional reductions of the commitments under the ABL Facility and (B) all optional prepayments of the Term Loans during such fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash Flow Application Date, pursuant to Section 2.11(a) and Section 2.27 and all optional prepayments or repurchases of Permitted First Priority Refinancing Debt during such fiscal year or, at the Borrowers’ option and without duplication across fiscal years, after such fiscal year but prior to the Excess Cash Flow Application Date (with the amount of Term Loans prepaid pursuant to Section 2.27 or Permitted First Priority Refinancing Debt being prepaid or repurchased being equal to the lesser of the aggregate principal amount thereof and the cash purchase price therefor), in each case other than to the extent any such prepayment is funded with the proceeds of new long-term Indebtedness, toward the prepayment of the Term Loans as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten Business Days after the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the prepayment of the Term Loans in accordance with Section 2.18(b) until paid in full. 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 Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12(d), 2.18 or 10.7, with respect to the amount of any mandatory prepayment described in Section 2.12 that is allocated to Term Loans (which, for avoidance of doubt, includes any New Term Loans) (such amounts, the “Prepayment Amount”), at any time when Term Loans remain outstanding, the Borrowers will, in lieu of applying such amount to the prepayment of Term Loans as provided in paragraph (d) above, on the date specified in Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term Lender (which, for avoidance of doubt, includes each New Term Lender) a notice (each, a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrowers, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of Exhibit J (or such other form approved by the Administrative Agent), and shall include an offer by the Borrowers to prepay on the date (each a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option Notice, the relevant Term Loans of such Lender by an amount equal to the portion of the Prepayment Amount indicated in such Lender’s Prepayment Option Notice as being applicable to such Lender’s Term Loans. On the Mandatory Prepayment Date, the Borrowers shall pay to the relevant Term Lenders the aggregate amount necessary to prepay that portion of the outstanding relevant Term Loans in respect of which such Lenders have accepted (it being understood that any Lender’s failure to object prior to the relevant Mandatory Prepayment Date shall be deemed as an acceptance by such Lender of such Prepayment Option Notice and the amount to be prepaid in respect of Term Loans held by such Lender) prepayment as described above; provided that, following such offer and application, any amount remaining unapplied shall be offered by the Administrative Agent ratably to the Term Lenders not so declining such prepayment as a further prepayment hereunder (with such Lenders having the right to accept or decline such further prepayment at the time and in the manner specified by the Administrative Agent) and, to the extent such Term Lenders decline to accept further prepayment, any amount remaining unapplied (collectively, the “Declined Amounts”) shall be returned to the Borrowers. Notwithstanding anything herein to the contrary, the Lenders shall not be permitted to decline proceeds from any Credit Agreement Refinancing Indebtedness. (f) Notwithstanding any other provisions of this Section 2.12, (i) to the extent that the repatriation to the United States of any Excess Cash Flow attributable to Foreign Subsidiaries (“Foreign Subsidiary Excess Cash Flow”) would be (x) prohibited or delayed by applicable local law or (y) restricted by applicable organizational documents or (z) prohibited, delayed or restricted any agreement permitted by Section 7.13, an amount equal to the portion of such Foreign Subsidiary Excess Cash Flow that would be so affected were the Borrowers to attempt to repatriate such cash will not be required to be applied to repay Term Loans at the times provided in this Section 2.12 so long, but only so long, as the applicable local law or applicable organizational documents would not otherwise permit repatriation to the United States (the Borrowers hereby agree to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation, even if the Borrowers do not intend to actually repatriate such cash, so that an amount equal to the full amount of such Foreign Subsidiary Excess Cash Flow will otherwise be subject to repayment under this Section 2.12), and if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any of such affected Foreign Subsidiary Excess Cash Flow is permissible under the applicable local law or applicable organizational documents (even if such cash is actually not repatriated), an amount equal to the amount of the Foreign Subsidiary Excess Cash Flow that could be repatriated will be promptly (and in any event not later than two Business Days) applied (net of an amount equal to the additional taxes that would be payable or reserved against as a result of a repatriation and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrowers to the repayment of the Term Loans pursuant to this Section 2.12 and (ii) to the extent that the Borrowers have determined in good faith that repatriation of any Foreign Subsidiary Excess Cash Flow would have adverse tax cost consequences with respect to such Foreign Subsidiary Excess Cash Flow, an amount equal to such Net Foreign Subsidiary Excess Cash Proceeds Flow that would be so affected will not be subject to the Administrative Agent repayment under this Section 2.12; provided that for purposes of this Section 2.12, Excess Cash Flow shall be deemed allocable to be held by the Administrative Agent each Foreign Subsidiary, with respect to any period, in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to (i) the Consolidated EBITDA of such Net Cash Proceeds Foreign Subsidiary for such period, divided by (ii) the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for such period (it being understood and agreed for the avoidance of doubt that such allocation shall exclude any reduction from interest and principal payments in repayment respect of the Revolving Loans and Obligations). For the Administrative Agent shall have established an Availability Reserve avoidance of doubt, nothing in the amount of such repaymentthis Agreement requires, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable or is intended 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 Collateralrequire, any replacement, fixed or alternative assets acquired with Net actual repatriation of any Foreign Subsidiary Excess 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 ObligationsFlow. (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. (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 (but only if at from the time occurrence of such receipt any one or more Casualty Events or Specified Asset Sales, in either case, in excess of $1,000,000 in the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)aggregate per annum, the Borrower shall within cause an amount equal to one Business Day after hundred percent (100%) of such receipt prepay Net Cash Proceeds to be applied to (i) the prepayment of the outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such amount of Net Cash Proceeds being allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, together with any accrued and unpaid interest thereon, the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be paid in full with such Net Cash Proceeds. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing or provide cash collateral shall immediately result therefrom, if, within three (3) Business Days following the occurrence of any such Casualty Event or Specified Asset Sale, a Responsible Officer of the Borrower delivers to the Agent a notice to the effect that the Borrower intends to reinvest the Net Cash Proceeds from such Casualty Event or Specified Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Specified Asset Sale or to the cost of purchasing or constructing other assets useful in respect the business of Letters the Borrower or its Subsidiaries or in connection with a Permitted Acquisition or other similar Investment permitted hereunder, then such Net Cash Proceeds of Credit as set forth such Casualty Event or Specified Asset Sale may be applied for such purpose in lieu of such mandatory prepayment otherwise required pursuant to this clause (db) belowto the extent such Net Cash Proceeds of such Casualty Event or Specified Asset Sale are actually applied for such purpose; provided that, in the event such Net Cash Proceeds have not been so applied within three hundred sixty (360) days following the occurrence of such Casualty Event or Specified Asset Sale, the Borrower shall cause one hundred percent (100%) of the unused balance of such Net Cash Proceeds to be applied to (i) the prepayment of the outstanding principal amount of the Loans, (ii) the payment of accrued and unpaid interest on such principal amount being prepaid and (iii) the payment of the Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable), with such amount of Net Cash Proceeds being allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, together with any accrued and unpaid interest thereon, the Early Prepayment (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder shall be paid in full with such unused balance of Net Cash Proceeds. (ii) Within three (3) Business Days of the receipt of Net Cash Proceeds from any Permitted Convertible Indebtedness, the Borrower shall cause an amount equal to 100% of such Net Cash Proceeds as set forth in clause to be applied to (di) below. the prepayment of the outstanding principal amount of the Loans to the extent necessary so that the outstanding principal amount, after giving effect to such prepayment, does not exceed $50,000,000, (cii) Notwithstanding clause the payment of accrued and unpaid interest on such principal amount being prepaid and (biii) abovethe payment of the Early Prepayment Fee (if applicable), as long as no Event the Exit Fee and the Buyout Amount (if applicable), with such amount of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by being allocated to such prepayment and payments such that the full amount of the principal amount of the Loans being prepaid, together with any Loan Partyaccrued and unpaid interest thereon, the Borrower Early Prepayment Fee (if applicable), the Exit Fee and the Buyout Amount (if applicable) payable hereunder 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 (paid 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 full with 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 ObligationsProceeds. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. The Borrower shall provide written notice to the Agent by 1:00 p.m. (aNew York time) [Intentionally Omitted].two Business Days prior to any mandatory prepayment hereunder, which shall state the amount to be prepaid and a reasonable detailed calculation thereof and the date of prepayment. 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 in an aggregate amount equal to clause (c) below, upon receipt 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Asset Dispositions (other than any Excluded Asset Disposition) or Casualty Events within three (3) Business Days of the receipt of such Net Cash Proceeds by such Person; provided, however, that, so long as (but only if at A) no Event of Default shall have occurred and be continuing and (B) the time Total Leverage Ratio as of such receipt the Available Credit last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.11(b) is less than 25% or equal to 2.00 to 1.00, such Net Cash Proceeds of any Asset Disposition consummated pursuant to Section 8.5(k) or Section 8.5(n) shall not be required to be so applied at the election of the Aggregate Borrowing Limit at Borrower to the extent such time)Loan Party or such Subsidiary reinvests, within twelve (12) months of receipt of such Net Cash Proceeds, all or any portion of such Net Cash Proceeds in assets used in the business of the Loan Parties and their Subsidiaries; provided further, that if, prior to the expiration of such twelve (12) month period, the Borrower Borrower, directly or through its Subsidiaries, shall within one Business Day have entered into a binding agreement providing for such investment on or prior to the date that is six (6) months after the expiration of such receipt twelve (12) month period, such twelve (12) month period shall be extended to an eighteen (18) month period; provided further, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Loans Loans. (ii) immediately upon the receipt by the Borrower or provide cash collateral in respect any Material Subsidiary of Letters the Net Cash Proceeds of Credit as set forth in clause (d) below) any Prohibited Debt Issuance or any issuance of Equity Interests by the Borrower, in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) belowProceeds. (ciii) 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, that is five (5) Business Days after the Borrower shall not be earlier of (x) the date that each annual Compliance Certificate is delivered under Section 7.11(d) in connection with the audited Financial Statements delivered pursuant to Section 7.11(a) or (y) the date such annual Compliance Certificate is required to so apply be delivered pursuant to Section 7.11(d), commencing with the fiscal year ending December 31, 2023, in an amount equal to Net Cash Proceeds arising from the difference (if 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 Datepositive number) 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 one hundred percent (100%) of Excess Cash Flow for each such fiscal year, minus (ii) for any fiscal year ending (x) on or prior to the Paydown Date, an amount equal to such Net Cash Proceeds to $3,000,000.00 and (y) after the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied Paydown Date, an amount equal to such Net $5,000,000.00, minus (ii) optional prepayments of Term Loans made with Internally Generated Cash Proceeds in repayment minus (iii) any mandatory prepayment of the Revolving RE-II Term Loans and the Administrative Agent shall have established an Availability Reserve (as defined in the ABL Credit Agreement, as in effect on the date hereof) pursuant to Section 2.5(l) of the ABL Credit Agreement, as in effect on the date hereof (it being understood that such amount shall not be in excess of twenty-five percent (25%) of Excess Cash Flow for such fiscal year). (iv) the entire outstanding principal amount of such repaymentthe Loans, which reserve shall xxxxx on together with the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier aggregate amount of any PIK Interest that has been added to the extent that Revolving Loans up to the principal amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that Loans pursuant 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 all fees and Lender Group Expenses payable by Borrower hereunder, shall become due and payable in cash on 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 ObligationsTermination Date. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (aA) [Intentionally Omitted].Immediately upon the occurrence of a Change of Control, the Borrower shall prepay all of the outstanding Obligations, plus the applicable Prepayment Premium, if any; (bB) Subject to clause (c) below, Immediately upon the receipt by any Loan Party Obligor of any Net Cash Proceeds from the incurrence of any Debt (but only if at the time of such receipt the Available Credit is less other than 25% of the Aggregate Borrowing Limit at such timeDebt permitted to be incurred or issued pursuant to Section 6.3), 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 the Net Proceeds from such Net Cash Proceeds as set forth in incurrence of Debt plus the applicable Prepayment Premium, if any; (C) Immediately upon the occurrence of any Permitted Asset Disposition pursuant to clause (d) below. (c) Notwithstanding of the definition thereof, the Borrower agrees to prepay the Obligations in an amount equal to 100% of the Net Proceeds from such Permitted Asset Disposition plus, to the extent applicable, the exit fee pursuant to Item 5 of the Terms Schedule (provided, for the avoidance of doubt, that no Prepayment Premium shall apply with respect to any prepayment of the Obligations pursuant to this clause (bC)); (D) aboveImmediately upon any Obligor suffering an Event of Loss of any property, as the Borrower shall prepay the Obligations in an amount equal to 100% of the Net Proceeds from such Event of Loss plus the applicable Prepayment Premium, if any; provided, that if the Borrower notifies the Agent upon or prior to receipt of such Net Proceeds that the Borrower intends to replace or repair the property in respect of which such Net Proceeds are received, then the Borrower may apply all or any part of such Net Proceeds to such replacement or repair of property, so long as (i) no Event of Default shall have occurred or and be continuing on the date continuing, and (ii) such Net Cash Proceeds are received by any Loan Party, the Borrower shall not be required actually applied 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 such 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 (or committed in writing to be so applied within 180 days of such Net Cash Proceeds by a Loan Party and, pending application receipt and deposited in an escrow account 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 until so applied), 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, howeverfurther, 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 are not actually so applied within 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, time periods specified in the case of a Permitted Acquisition, only to the extent required by foregoing clause (vii) of the definition thereof); provided further, however, in the event or an Event of Default has shall have occurred and is be continuing after before such Net Proceeds have been so applied or committed in writing to be applied, then such Net Proceeds shall be immediately applied to prepay the provisions in this clause Obligations; (cE) become operative, the Administrative Agent may, or shall at the direction Each prepayment of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above Obligations pursuant to the Obligations. (d) Subject to the foregoing provisions of clause (cSection 1.2(a)(iv)(A)-(D) above and Sectionshall be applied in accordance with Section 1.7; and

Mandatory Prepayments. (a) [Intentionally Omitted]Promptly (but in any event within five (5) Business Days) upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year from any Prepayment Event, the Borrower shall prepay the Obligations in an amount equal to such excess Net Cash Proceeds; provided, that, no prepayment under this Section 2.12(a) shall be required with respect to (i) Non-Core Assets that are sold in accordance with Section 7.6(e) and (ii) Net Cash Proceeds from any other Prepayment Event so long as (with respect to this clause (ii) only) no Event of Default is in existence at the time of receipt of such Net Cash Proceeds, at the election of the Borrower, to the extent that such proceeds are reinvested in the business of the Borrower or any of its Subsidiaries within 365 days (or 366 days in a leap year) following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 365 day (or 366 day in a leap year) period and actually reinvested within 180 days after the date of such binding contract. Any such prepayment shall be applied in accordance with subsection (d) of this Section. (b) Subject to clause Promptly (cbut in any event within five (5) below, Business Days) upon receipt by the Borrower or any Loan Party of its Subsidiaries of Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Subsidiaries (but only if at the time of such receipt the Available Credit other than any Indebtedness that is less than 25% of the Aggregate Borrowing Limit at such timenot prohibited to be issued or incurred hereunder), 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 all such Net Cash Proceeds as set forth Proceeds. Any such prepayment shall be applied in clause accordance with subsection (d) belowof this Section. (c) Notwithstanding clause Commencing with the Fiscal Year ending December 31, 2014, no later than ten (b10) above, as long as no Event of Default shall have occurred or be continuing on days after the date on which the Borrower’s annual audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a), (i) to the extent that the Consolidated Total Net Cash Proceeds are received by any Loan PartyLeverage Ratio as of the last day of such Fiscal Year is greater than or equal to 3.50:1.00, the Borrower shall not be required to so apply prepay the Obligations in an amount equal to Net (x) 50% of Excess 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 Flow for such Fiscal Year minus (in y) the aggregate since amount of all voluntary prepayments of the Closing Term B Loans, the Revolving Loans (other than the voluntary prepayment of Revolving Loans on the Sixth Amendment Effective Date) and are actually used the Priming Revolving Loans made during such Fiscal Year (or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (excluding payments 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 respect of the Revolving Loans and the Administrative Agent shall have established Priming Revolving Loans unless there is an Availability Reserve equivalent permanent reduction in the amount of such repaymentcommitments thereunder), which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier and (ii) to the extent that Revolving Loans up the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year is less than 3.50:1.00, the Borrower shall prepay the Obligations in an amount equal to 0% of Excess Cash Flow for such Fiscal Year. Any such prepayment shall be applied in accordance with subsection (d) of this Section. Any such prepayment shall be accompanied by a certificate signed by a Responsible Officer of the Borrower, certifying in reasonable detail the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory 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 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 Any prepayments made by the Borrower pursuant to the provisions of clause subsection (a), (b) or (c) above of this Section or pursuant to Section 2.11(a) shall be applied as follows: first, to the outstanding 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; second, to the outstanding principal balance of the Term B Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term B Loans, and Sectionapplied first to the immediately succeeding eight (8) scheduled installments of the Term B Loans on a pro rata basis and thereafter to the remaining scheduled installments of the Term B Loans on a pro rata basis (including, without limitation, the final payment due on the Maturity Date); and third, to the outstanding principal balance of the Priming Revolving Loans, until the same shall have been paid in full, to the Priming Lenders. The Revolving Commitments of the Lenders shall be permanently reduced by the amount of any prepayments made pursuant to clause first above. (e) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall repay as immediately as practicably possible the Swingline Loans and the Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof.

Mandatory Prepayments. (ai) [Intentionally Omitted]If on any date the aggregate unpaid principal amount of outstanding Revolving Loans made under any Revolving Loan Facility exceeds the Aggregate Applicable Revolving Loan Commitments with respect to such Revolving Loan Facility, then the Borrower shall immediately prepay the amount of such excess. Any payments on Revolving Loans made under a Revolving Loan Facility pursuant to this Section 2.7(b)(i) shall be applied pro rata among the Lenders with Applicable Revolving Loan Commitments with respect to such Revolving Loan Facility. (bii) Subject The Borrower shall, following the receipt by the Borrower or any Subsidiary of any Net Casualty Proceeds from any Casualty Event or series of Casualty Events, the aggregate amount of which is in excess of Fifty Thousand Dollars ($50,000), deliver to the Administrative Agent a calculation of the amount of such Net Casualty Proceeds and make a mandatory prepayment of the outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds within three (3) Business Days of the receipt thereof; provided, however, that no mandatory prepayment from Net Casualty Proceeds shall be required under this clause if (cA) belowthe aggregate Net Casualty Proceeds received by the Borrower has not exceeded Five Hundred Thousand Dollars ($500,000) (and the Administrative Agent shall return all monies received as loss payee under the Borrower's insurance until the aggregate Net Casualty Proceeds received as loss payee under the Borrower's insurance until the aggregate Net Casualty Proceeds by the Borrower is equal to or exceeds such amount) in any fiscal year of the Borrower, upon (B) the Borrower informs the Administrative Agent in writing no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or its Subsidiary's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property (at which time the Administrative Agent will deposit such amount of Net Casualty Proceeds to be reinvested by the Borrower in a deposit account for the benefit of the Borrower, but subject to the Lien of the Administrative Agent, to be used for such rebuilding, replacement or the repayment of Loans, as the case may be) and (C) the Borrower or such Subsidiary in fact uses such Net Casualty Proceeds to rebuild or replace such assets or property within one hundred eighty (180) days following the receipt of such Net Casualty Proceeds, with the amount of such Net Casualty Proceeds unused after such 180-day period being applied to the Loans; provided, further, that at any time when any Event of Default shall have occurred and be continuing, all Net Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for, at the Administrative Agent's discretion, (y) application to the Loans or (z) distribution to the Borrower or such Subsidiary for such rebuilding or replacement whenever no Event of Default is then continuing. (iii) If any Loan Party shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Disposition shall be applied on such date to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans, provided that with respect to no more than Five Hundred Thousand Dollars ($500,000) in the aggregate of the Net Cash Proceeds received in connection with all Dispositions within any fiscal year of the Borrower, the Net Cash Proceeds therefrom shall not be required to be so applied to the extent that the Borrower elects to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets during the Reinvestment Period with respect to such Disposition (a "Reinvestment Election"), provided that (x) no Reinvestment Election may be made if a Default or Event of Default exists on the date of such Reinvestment Election and (y) such Reinvestment Election shall be effective only with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. Nothing in this Section 2.7(b)(iii) shall be deemed to permit any Disposition or Acquisition not otherwise permitted under this Agreement. On the last day of the Reinvestment Period with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied to prepay outstanding principal of the Term Loans and the Revolving Loans on a pro rata basis among such Loans. Unless otherwise provided herein, repayments pursuant to this Section 2.7(b)(iii) shall be made within ten (10) Business Days following the last day of each fiscal year of the Borrower. (iv) On the Business Day after the receipt by any Loan Party of Net Cash Debt Proceeds (but only if at from the time creation, incurrence or assumption of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)any indebtedness for borrowed money, except for Permitted Subordinated Debt, Additional Permitted Subordinated Debt, Lender Debt and other Indebtedness permitted by Section 8.1, the Borrower shall within one Business Day after prepay outstanding principal of the Term Loans and the Revolving Loans, on a pro rata basis among such receipt prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Loans, in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds as set forth in clause (d) belowDebt Proceeds. (cv) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on On the Business Day after the date Net Cash Proceeds are received of the receipt by any Loan PartyParty of Net Issuance Proceeds from any sale or issuance of Capital Stock, the Borrower shall not be required to so apply prepay outstanding principal of the Term Loans and the Revolving Loans, on a pro rata basis among such 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 fifty percent (in the aggregate since the Closing Date50%) 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 ObligationsIssuance Proceeds. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omittedreserved]. (bii) No later than the fifth (5th) Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds (in each case, excluding Net Proceeds attributable to (x) the Performance Chemicals Sale or (y) ABL Priority Collateral), in each case, in excess of $40,000,000 in the aggregate in any Fiscal Year (in each case, the amount of such excess, the “Subject Proceeds”; provided that, any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds the Net Proceeds of which are less than $30,000,000 with respect to any single event or transaction (or series of related events or transactions) shall not be subject to this Section 2.11(b)(ii)), the Parent Borrower shall apply an amount equal to the Asset Sale Prepayment Percentage of such Subject Proceeds to prepay the outstanding principal amount of Subject Loans in accordance with clause (cvi) below; provided, upon that if, prior to the date any such prepayment is required to be made, the Parent Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in assets used or useful in the business (other than Cash or Cash Equivalents) of the Parent Borrower or any of its subsidiaries, then so long as no Event of Default then exists, the Parent Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds to the extent (A) the Subject Proceeds are so reinvested within fifteen (15) months following receipt by thereof or (B) the Parent Borrower or any Loan Party of Net Cash its subsidiaries has committed to so reinvest the Subject Proceeds during such 15-month period and the Subject Proceeds are so reinvested within six (but only 6) months after the expiration of such 15-month period; provided, however, that if the Subject Proceeds have not been so reinvested prior to the expiration of the applicable period, the Parent Borrower shall promptly prepay the outstanding principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); provided, further, that (x) if, at the time that any such prepayment would be required hereunder, the Parent Borrower or any of its Restricted Subsidiaries is required to Prepay (or offer to repay or repurchase) any Indebtedness that is secured on a pari passu basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the Prepay of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount)); provided, further, that 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 Term Loans in accordance with the terms hereof, and (y) to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such receipt rejection) be applied to prepay the Available Credit is less than 25% Subject Loans in accordance with the terms hereof. Notwithstanding anything to the contrary herein or in any other Loan Document, the Net Proceeds of any Disposition of any ABL Collateral shall not be required to be applied to the prepayment of the Aggregate Borrowing Limit at Initial Term Loans hereunder. (iii) In the event that a Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of Indebtedness by such timeBorrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01, except to the extent the relevant Indebtedness constitutes (A) Replacement Term Loans, Replacement Revolving Facility or Replacement Notes incurred to refinance all or a portion of any Class or Classes of Term Loans (as determined by such Borrower) in accordance with the requirements of Section 9.02(c)), or (B) Incremental Loans or Incremental Equivalent Debt incurred to refinance all or a portion of any Class or Classes of Term Loans to the extent required by the terms thereof to prepay or offer to prepay such Term Loans and such Incremental Loans or Incremental Equivalent Debt do not constitute utilization of the Incremental Cap pursuant to Section 2.22), such Borrower shall within one shall, promptly upon (and in any event not later than the next succeeding Business Day after Day) the receipt of such receipt prepay the Loans (Net Proceeds by such 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) abovethe Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) above to the extent that the relevant Prepayment Asset Sale is consummated by any Foreign Subsidiary, as long as no Event of Default shall have occurred or be continuing on the date relevant Net Cash Insurance/Condemnation 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 Requirement 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 (it being agreed that, solely during the period within one (1) year following the date such prepayments are required to be made, the Borrowers shall, and shall cause the applicable Foreign Subsidiary to, promptly use commercially reasonable efforts to take all actions required by applicable Requirements of Law to permit such repatriation) and if after taking such actions, the affected 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 could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above within one (1) year following the date such prepayments are required to be made, 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 (2) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Initial Term Loans and other Term Loans required pursuant to this Section 2.11(b) to the extent required herein (without regard to this clause (iv)(A)) or the Parent Borrower or another subsidiary may, at its option, apply to such repayment an equivalent amount with the Foreign Subsidiary not repatriating the actual Subject Proceeds; and (B) if the Parent Borrower determines in good faith that the repatriation (or other intercompany distribution) to a Borrower of any amounts required to mandatorily prepay the Initial Term Loans and other Term Loans pursuant to Section 2.11(b)(ii) above would result in any Parent Company, Holdings, a Borrower or any Restricted Subsidiary incurring material Tax liabilities (including any material withholding Tax) or material adverse Tax consequences (such amount, a “Restricted Amount”), as reasonably determined by the Parent Borrower, the amount a Borrower shall not be required to so apply an amount equal mandatorily prepay pursuant to Net Cash Proceeds arising from a Reinvestment Event to Section 2.11(b)(ii) above, as applicable, shall be reduced by the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in Restricted Amount until such time as the aggregate since the Closing Date) and are actually used Restricted Amount may be repatriated (or have been contractually committed to be usedotherwise distributed) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in Borrower without 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 incurrence of such Net Cash Proceeds by a Loan Party andmaterial Tax liability or material adverse Tax consequences (each, 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 as determined in good faith 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 theretoParent Borrower); provided, however, that to the extent that the repatriation (or other intercompany distribution) of any asset subject Subject Proceeds from the relevant Foreign Subsidiary would no longer have a material Tax liability or material adverse Tax consequences within one (1) year following the date such prepayments are required to be made, an amount equal to the Subject Proceeds not previously applied pursuant to preceding clause (B), shall be promptly applied to the repayment of the Initial Term Loans and Additional Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause (iv)(B)); (v) 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 prepayment of Initial Term Loans and Additional Term Loans required to be made by the Borrowers pursuant to this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such Asset Sale prepayment (such declined amounts, the “Declined Proceeds”); provided that (A) to the extent that any such prepayment is declined, the remaining amount thereof may be retained by the Borrowers and (B) for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with Indebtedness described in clauses (A) or Property Loss Event constituted Collateral(B) of 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 Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Initial Term Loans and Additional Term Loans. (vi) Except as may otherwise be set forth in any replacementamendment to this Agreement in connection with any Additional Term Loan, fixed (A) each prepayment of Initial Term Loans and other Term Loans required pursuant to this Section 2.11(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Initial Term Loans or alternative assets acquired Additional Term Loans constituting Refinancing Indebtedness incurred to refinance all or a portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to refinance Initial Term Loans or Additional Term Loans in accordance with Net Cash Proceeds shallthe requirements of Section 9.02(c) shall be applied solely to each applicable Class of refinanced or replaced Term Loans), upon acquisition (B) with respect to each Class of Initial Term Loans and Additional Term Loans, all accepted prepayments under Section 2.11(b)(ii) or (iii) shall be applied against the remaining scheduled installments of principal due in respect of the Initial Term Loans and Additional Term Loans as directed by the Parent Borrower (or, in the absence of direction from the Parent Borrower, to the remaining scheduled amortization payments in respect of the Initial Term Loans and Additional Term Loans in direct order of maturity), and (C) each such prepayment shall be paid to the Term Lenders in accordance with their respective Applicable Percentages of the applicable Class. The amount of such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Initial Term Loans and other Term Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans or SOFR Loans; provided that the amount thereof shall be applied first to ABR Loans to the full extent thereof before application to the SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 2.16. Any prepayment of Initial Term Loans made on or prior to the date that is six (6) months after the Closing Date pursuant to Section 2.11(b)(iii) as part of a Repricing Transaction shall be accompanied by the fee set forth in Section 2.12(c). (vii) [Reserved]. (viii) At the time of each prepayment required under Section 2.11(b)(ii) or (iii), the Parent Borrower shall deliver to the Administrative Agent a certificate signed by a Warnaco Entity, Responsible Officer of the Parent Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each such certificate shall specify the Borrowings being prepaid and the principal amount of each Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest as required by Section 2.13. All prepayments of Borrowings under Section 2.11(b) shall 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 (but2.16 and, in the case of prepayments under clause (iii) above as part of a Permitted AcquisitionRepricing Transaction shall be subject to Section 2.12(c), only but shall otherwise be without premium or penalty. (ix) Notwithstanding anything to the extent required by clause contrary herein, it is intended that the Loans will not be treated as “applicable high yield discount obligations” (v“AHYDO”) within the meaning of Section 163(i)(1) of the definition thereof); provided further, however, in the event an Event of Default has occurred Code and is continuing after the provisions contained herein shall be construed so that the Loans are not treated as AHYDO. Accordingly, starting on the fifth (5th) anniversary of the Closing Date and prior to the end of each accrual period (as defined in this clause (cSection 1272(a)(5)) become operativethereafter, the Administrative Agent may, Parent Borrower shall pay such amounts of accrued and unpaid interest or shall at original issue discount (as determined for U.S. federal income tax purposes) on the direction Loans as necessary to ensure that the Loans are not treated as having “significant original issue discount” within the meaning of Section 163(i)(1) of the Requisite Lenders, apply all amounts in Code. The computations and determinations made by the Cash Collateral Account referred to above to the ObligationsParent Borrower under this provision shall be binding upon each Lender. (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 (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.[Intentionally Omitted] (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) the Applicable Prepayment Percentage of such Net Cash Proceeds that have not been so applied. For purposes hereof, “Reinvestment Period” means, with respect to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in 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 andand ending twelve (12) months thereafter or, pending application in respect 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 any portion of such Net Cash Proceeds are used as set forth that is committed to be reinvested in the Reinvestment Notice with respect thereto; providedbusiness of Holdings and the Subsidiaries during such initial twelve (12) month period, however, that to the extent any asset subject to period beginning on the date of receipt of 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 ending eighteen (but, in the case of a Permitted Acquisition, only to the extent required by clause (v18) 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 Obligationsmonths thereafter. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject In addition to clause (c) below, upon receipt by any Loan Party the required payments of Net Cash Proceeds (but only if at the time of such receipt the Available Credit is less than 25% principal of the Aggregate Borrowing Limit at such timeTerm Loan B set forth in Section 2.2(c), and any optional payments of principal of the Term Loan B effected under Section 2.3(a) above, the Borrower shall make the following required prepayments of the Term Loan B, as provided below, each such payment to be made to the Administrative Agent for the benefit of the Lenders within one Business Day after such receipt the time period and in the amounts specified below: (i) The Borrower will prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) Term Loan B Facility 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 any Asset Disposition (less any taxes to the extent such taxes are paid) at the times 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 (amounts described in the case of an Asset Sale) or repair or replace (following sentence, and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate, signed by a Financial Officer in form and substance reasonably satisfactory to the case of a Property Loss Event) Administrative Agent and setting forth the sold, damaged or taken property within 180 days of the receipt calculation of such Net Cash Proceeds by a Loan Party and, pending application of Proceeds. With respect to any Segment maturing during the ninety-day period following such proceedsAsset Disposition, the Borrower has either (i) paid an amount equal to prepayment shall be payable, in part, upon the maturity of each such Net Cash Proceeds to Segment, in 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 order of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve maturity thereof, until paid 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 theretofull; provided, however, that to in the extent any asset subject to event that at the end of such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with ninety day period the aggregate amount of such prepayment (the “Prepaid Amount”) is less than 100% of the Net Cash Proceeds shallfrom such Asset Disposition (the “Required Amount”), upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor of the Collateral Agent, for difference between the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement Required Amount and the Collateral Documents (butPrepaid Amount shall be immediately due and payable; provided, in the case of a Permitted Acquisition, only to the extent required by clause (v) of the definition thereof); provided further, however, that at the election of the Administrative Agent or the Required Term Loan B Lenders, upon the occurrence of a Default or Event of Default which has not been cured within the applicable cure period, the entire prepayment amount shall be immediately due and payable without regard to the preceding provisions. Notwithstanding the foregoing, if the aggregate of all Asset Dispositions made during any calendar year do not exceed $1,000,000, no prepayment shall be required with respect to such Asset Disposition. (ii) The Borrower will prepay the Term Loan B Facility in an amount equal to 50% of the Net Cash Proceeds from any Equity Issuance and 100% of the Net Cash Proceeds from any Debt Issuance described in Section 11.2(v) at the times and in the amounts described in the following sentence and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate, signed by a Financial Officer in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of such Net Cash Proceeds. With respect to any Segment maturing during the ninety-day period following such Equity Issuance or Debt Issuance, the prepayment shall be payable, in part, upon the maturity of each such Segment, in the order of the maturity thereof, until paid in full; provided, however, that in the event that at the end of such ninety day period the aggregate amount of such prepayment (the “Prepaid Amount”) is less than 100% of the Net Cash Proceeds from such Equity Issuance or Debt Issuance (the “Required Amount”), the difference between the Required Amount and the Prepaid Amount shall be immediately due and payable; provided, further, however, that at the election of the Administrative Agent or the Required Term Loan B Lenders, upon the occurrence of a Default or Event of Default which has not been cured within the applicable cure period, the entire prepayment amount shall be immediately due and payable without regard to the preceding provisions. Notwithstanding the foregoing, if the aggregate of all Equity Issuances made during any calendar year do not exceed $5,000,000, no prepayment shall be required with respect to such Equity Issuances. (iii) Not later than one hundred eighty (180) days (or such longer period as the Required Term Loan B Lenders may determine) after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Borrower will prepay the Term Loan B Facility in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied to the repair or replacement of property subject to such Casualty Event) and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Financial Officer, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the calculation of such Net Cash Proceeds; provided, however, (i) nothing in this paragraph shall be deemed to limit or otherwise affect any right of the Administrative Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower and each of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Administrative Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Administrative Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default has occurred (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the Term Loan B Facility. (iv) Intentionally deleted. (v) Each year, beginning with the fiscal year ending December 31, 2006, the Borrower shall prepay the outstanding principal amount of the Term Loan B Facility in an amount equal to 50% of Excess Cash Flow for the preceding fiscal year, at the times and in the amounts described in the following sentence and will deliver to the Administrative Agent, concurrently with the delivery of its Compliance Certificate with respect to such preceding fiscal year, a certificate, signed by a Financial Officer in form and substance reasonably satisfactory to the Administrative Agent, setting forth the calculation of such Excess Cash Flow. With respect to any Segment maturing during the ninety-day period following date of delivery of the calculation of Excess Cash Flow, the prepayment shall be payable, in part, upon the maturity of each such Segment, in the order of the maturity thereof, until paid in full; provided, however, that in the event that at the end of such ninety day period the aggregate amount of such prepayment (the “Prepaid Amount”) is continuing after less than 50% of Excess Cash Flow (the provisions in this clause (c) become operative“Required Amount”), the difference between the Required Amount and the Prepaid Amount shall be immediately due and payable; provided, further, however, that at the election of the Administrative Agent mayor the Required Term Loan B Lenders, upon the occurrence of a Default or Event of Default which has not been cured within the applicable cure period, the entire prepayment amount shall be immediately due and payable without regard to the preceding provisions; provided, further, however, that in the event that the Compliance Certificate referred to in the preceding sentence shall reflect a Leverage Ratio of less than 2.75 to 1.00 for such preceding fiscal year, no prepayment from Excess Cash Flow shall be required under this section. The Administrative Agent shall give each Lender, within one (1) Business Day, telefacsimile notice of each notice of prepayment received by it and described in clauses (i), (ii), (iii) and (iv) of this Section 2.3(b). All mandatory prepayments made pursuant to this Section 2.3(b) shall be applied to installments of principal in inverse order of their maturities (as adjusted to give effect to any prior payments or prepayments of principal). Without limiting the foregoing, in the event that at the direction any time a mandatory prepayment of the Requisite Lenders, apply all amounts in Term Loan B Facility would otherwise be required under this Section 2.3 but the Cash Collateral Account referred to above Term Loan B shall be or has been fully paid prior to the Obligations. (d) Subject application of all funds otherwise required to be so utilized, such amount not utilized to prepay the Term Loan B Facility shall be applied to the prepayment of Revolving Loans and the reduction of the Total Revolving Credit Commitment as provided in Section 3.6. All payments of the Term Loan B shall be applied first to pay all Base Rate Segments before any LIBOR Segment is paid. The provisions of clause (cSection 3.6(e) above and Sectionshall apply to each payment or prepayment of a LIBOR Loan made pursuant to this Section 2.3(b) on a day other than the last day of the Interest Period applicable thereto.

Mandatory Prepayments. (aA) [Intentionally Omitted].Immediately upon the occurrence of a Change of Control, the Borrower shall prepay all of the outstanding Obligations, plus the applicable Prepayment Premium, if any; (bB) Subject to clause (c) below, Immediately upon the receipt by any Loan Party Obligor of any Net Cash Proceeds from the incurrence of any Debt (but only if at the time of such receipt the Available Credit is less other than 25% of the Aggregate Borrowing Limit at such timeDebt permitted to be incurred or issued pursuant to Section 6.3), 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 the Net Proceeds from such Net Cash Proceeds as set forth in incurrence of Debt plus the applicable Prepayment Premium, if any; (C) Immediately upon the occurrence of any Permitted Asset Disposition pursuant to clause (d) below. (c) Notwithstanding of the definition thereof, the Borrower agrees to prepay the Obligations in an amount equal to 100% of the Net Proceeds from such Permitted Asset Disposition plus, to the extent applicable, the exit fee pursuant to Item 5 of the Terms Schedule (provided, for the avoidance of doubt, that no Prepayment Premium shall apply with respect to any prepayment of the Obligations pursuant to this clause (bC)); (D) aboveImmediately upon any Obligor suffering an Event of Loss of any property, as the Borrower shall prepay the Obligations in an amount equal to 100% of the Net Proceeds from such Event of Loss plus the applicable Prepayment Premium, if any; provided, that if the Borrower notifies the Agent upon or prior to receipt of such Net Proceeds that the Borrower intends to replace or repair the property in respect of which such Net Proceeds are received, then the Borrower may apply all or any part of such Net Proceeds to such replacement or repair of property, so long as (i) no Event of Default shall have occurred and be continuing, and (ii) such Net Proceeds are actually applied to such replacement or repair within 180 days of receipt (or committed in writing to be so applied within 180 days of receipt and deposited in an escrow account of the Borrower until so applied), and provided, further, that to the extent any such Net Proceeds are not actually so applied within the time periods specified in the foregoing clause (ii) or an Event of Default shall have occurred and be continuing on before such Net Proceeds have been so applied or committed in writing to be applied, then such Net Proceeds shall be immediately applied to prepay the date Net Cash Proceeds are received Obligations; (E) Upon the completion of the Initial Public Offering and immediately upon the receipt by any Loan PartyHoldings of the net proceeds thereof, the Borrower shall not be required to so apply prepay the Obligations in an amount equal to Net Cash Proceeds arising from Six Hundred Thousand Dollars ($600,000.00) plus the applicable Prepayment Premium; (F) By December 25, 2024 a Reinvestment Event payment of One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) shall be due by Borrower, which shall include the cash portion of the monthly interest installment for the month of December 2024 with the remainder of the payment to be applied to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 outstanding principal balance; (G) In the event Borrower opens an At The Market (“ATM”) account or equity line to sell additional shares of its common stock into the market in the aggregate since the Closing Date) and are actually used exchange for cash proceeds (or have been contractually committed a similar type of common stock instrument) Borrower shall pay twenty five percent (25%) of the net cash proceeds received from such issuances to be usedLender within five (5) 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 business days of the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, which shall be applied against 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 Obligationsoutstanding principal balance. (dH) Subject Each prepayment of the Obligations pursuant to the foregoing provisions of clause (cSection 1.2(a)(iv)(A)-(E) above and Sectionshall be applied in accordance with Section 1.7; and

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) belowUnless the Required Prepayment Lenders shall otherwise agree, upon receipt if any Indebtedness shall be incurred 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)SuperHoldings, 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 shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d), provided, however, that the foregoing requirements of this paragraph (a)(ii) shall not apply to any Indebtedness incurred in accordance with Section 7.2 as in effect on the date of this Agreement. (b) Unless the Required Prepayment Lenders shall otherwise agree, if on any date SuperHoldings, Holdings, the Borrower or any of their respective Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event (or, in the event of damage by casualty, the date the repair or restoration of the relevant Property is completed) 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 Term Loans as set forth in clause Section 2.12(d); provided, that, notwithstanding the foregoing, (di) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on the date aggregate Net Cash Proceeds are received by 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 Loan Partyfiscal year of the Borrower, or $2,000,000 in any fiscal year of the Borrower immediately succeeding a fiscal year of the Borrower as of the last day of which the Consolidated Leverage Ratio is less than or equal to 4.0 to 1.0, 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 as set forth in Section 2.12(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 toward the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in prepayment of the Term Loans until the 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 received by SuperHoldings, Holdings, the Borrower and their respective Subsidiaries and not previously applied toward the prepayment of the Term Loans shall exceed $1,000,000. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2005, 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). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than three months after the Reinvestment Notice date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect thereto; providedto which such prepayment is made, howeverare required to be delivered to the Lenders. (d) Amounts to be applied in connection with prepayments made pursuant to this Section 2.12 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to this Section 2.12 shall be made first to Base Rate Loans and second to Eurodollar Loans. Each prepayment of the Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Partial prepayments of the Term Loans pursuant to this Section 2.12 shall be applied in the order set forth in Section 2.18 (e) If, that at any time the Total Revolving Extensions of Credit exceeds the lesser of (A) the Borrowing Base in effect on such date and (B) the Total Revolving Credit Commitments, the Borrower shall repay the Revolving Credit Loans to the extent any asset subject to of such Asset Sale or Property Loss Event constituted Collateralexcess, any replacementprovided 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), fixed or alternative assets acquired with Net Cash Proceeds the Borrower shall, upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor the extent of the Collateral Agentbalance 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 Secured PartiesLenders on terms and conditions satisfactory to the Administrative Agent. (f) If, in each caseat any time the Total Incremental Revolving Extensions of Credit exceeds the Total Incremental Revolving Credit Commitments, having the priority described in Section 4.20 of this Agreement and Borrower shall repay the Collateral Documents (but, in the case of a Permitted Acquisition, only Incremental Revolving Credit Loans 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 Obligationssuch excess. (dg) Subject to the provisions The Borrower agrees that during each calendar year there shall be a period of clause (c) above and Sectionat least 30 consecutive days during which there are no Revolving Extensions of Credit outstanding.

Mandatory Prepayments. The Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments to be applied as set forth below or as more specifically provided in subsection 2.4B(iv) and subsection 2.4D: (a) [Intentionally Omitted]. PREPAYMENTS AND REDUCTIONS FROM NET ASSET SALE PROCEEDS. No later than five (b5) Subject to clause (c) below, upon Business Days following the receipt by Company or any Loan Party of its Subsidiaries of any Net Cash Asset Sale Proceeds in respect of any Asset Sale, Company shall either (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 1) prepay the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) and/or the Revolving Loan Commitment Amount shall be permanently reduced in an aggregate amount equal to 100% of such Net Cash Asset Sale Proceeds as set forth in clause or (d) below. (c) Notwithstanding clause (b) above2), as so long as no Potential Event of Default or Event of Default shall have occurred and be continuing, deliver to Administrative Agent an Officer's Certificate setting forth (x) that portion of such Net Asset Sale Proceeds that Company or be continuing on such Subsidiary intends to reinvest in other assets of 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 (general type used in the aggregate since the Closing Date) business of Company 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 its Subsidiaries within 180 days of such date of receipt and (y) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; PROVIDED, HOWEVER, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds may be applied to prepay any outstanding Revolving Loans (without a reduction in the Revolving Loan Commitment Amount) to the full extent thereof. In addition, Company shall, no later than 180 days after receipt of such Net Cash Asset Sale Proceeds by a that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans (and/or the Revolving Loan Party and, pending application Commitment Amount shall be permanently reduced) in the full amount of such proceeds, the Borrower has either (i) paid an amount equal to all such Net Cash Proceeds to Asset Sale Proceeds. (b) PREPAYMENTS AND REDUCTIONS FROM NET INSURANCE/CONDEMNATION PROCEEDS. No later than the Administrative Agent to be held five (5) Business Days following the receipt by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) by Company or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans and/or reduce the Revolving Loan Commitment Amount pursuant to the provisions of subsection 6.4C, Company shall prepay the Loans and/or the Revolving Loan Commitment Amount shall be permanently reduced 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 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 ObligationsInsurance/Condemnation Proceeds. (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 Borrower for Restoration, on the next occurring Monthly Payment Date following the date on which (a) Lender actually receives any Net Proceeds, and (b) Subject Lender has determined that such Net Proceeds shall be applied against the Debt, Borrower shall prepay, or authorize Lender to clause (c) below, upon receipt by any Loan Party of apply 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)as a prepayment of, 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) Debt in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds. Except during an Event of Default, such Net Proceeds shall be applied by Lender as set forth follows in clause the following order of priority: First, to any other amounts (dother than principal and interest) below. (c) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment); Second; accrued and unpaid interest at the Interest Rate; and Third, to principal. Notwithstanding clause (b) aboveanything herein to the contrary, as so long as no Event of Default is continuing, no Spread Maintenance Premium or any other prepayment premium, penalty or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.3. Any partial principal prepayment under this Section 2.4.3 shall be applied to the last payments of principal due under the Loan. (b) If (i) Lender applies Net Proceeds against the Debt pursuant to this Section 2.4.3, (ii) the amount of Net Proceeds so applied is greater than or equal to fifty percent (50%) of the Outstanding Principal Balance and (iii) no Event of Default then exists, then Borrower shall have occurred the right to prepay all remaining Debt, with no Spread Maintenance Premium or be continuing any other prepayment premium, penalty or fee due in connection therewith, so long as (A) Borrower delivers to Lender a Prepayment Notice no later than thirty (30) days after Lender’s application of Net Proceeds, and (B) Borrower actually repays all remaining Debt no later than ninety (90) days after Lender’s application of Net Proceeds. If such prepayment is not made on a Monthly Payment Date, Borrower shall also pay interest that would have accrued on the date Net Cash Proceeds are received by any Loan Partyprincipal balance of the Note to, but not including, the next Monthly Payment Date. If Borrower fails to satisfy the conditions in clauses (A) and/or (B) above, then with respect to the subject Casualty or Condemnation, Borrower shall not be required have no further right to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event to prepay the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (Loan 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 connection with Lender’s application of such Net Cash Proceeds by a Loan Party andProceeds, pending application of such proceeds, the except for prepayments elsewhere expressly permitted under this Agreement. If Borrower has either (i) paid an amount equal notified Lender of its intent to such Net Cash Proceeds prepay the Debt pursuant to the Administrative Agent foregoing, and Borrower does in fact prepay the Debt within said ninety (90) days, then Borrower’s failure to be held by restore the Administrative Agent in Property during the intervening period between notice of prepayment and prepayment shall not constitute a Cash Collateral Account designated by the Administrative Agent Default 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 Obligationshereunder. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. If the Administrative Agent notifies the Borrower at any time that (bx) Subject the Revolving Credit Exposure at such time exceeds an amount equal 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 25100% of the Aggregate Borrowing Limit at Revolving Commitments then in effect, then, within two Business Days after receipt of such timenotice, the Borrower shall prepay Revolving Loans and/or Cash Collateralize the L/C Exposure in an aggregate amount sufficient to reduce such Revolving Credit Exposure as of such date of payment to an amount not to exceed 100% of the Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.05(g)(ii), the Borrower shall within one Business Day not be required to Cash Collateralize the L/C Exposures pursuant to this Section 2.10(b) unless, after such receipt prepay the Loans prepayment in full of the Revolving Loans, the Revolving Credit Exposure exceeds the Revolving Commitments then in effect. (A) If the Borrower or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in any Subsidiary receives any Net Cash Proceeds from any Asset Sale or Casualty Event, the Borrower shall apply 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 SaleSale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or repair reserved against as a result thereof) in accordance with Section 2.10(b)(iv) on or replace prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds; provided that no such prepayment shall be required pursuant to this Section 2.10(b)(ii)(A) with respect to such Net Cash Proceeds that the Borrower shall reinvest in accordance with Section 2.10(b)(ii)(B). (B) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Casualty Event, at the case option of the Borrower the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for the Borrower’s or a Property Loss EventSubsidiary’s business within twelve (12) months following receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that are not so reinvested within the soldapplicable time period set forth above shall be applied as set forth in Section 2.10(b)(ii)(A) within five (5) Business Days after the end of the applicable time period set forth above. (iii) If the Borrower or any Subsidiary incurs or issues any Refinancing Term Loans or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 (without prejudice to the restrictions therein), damaged the Borrower shall apply an amount equal to 100% of such Net Cash Proceeds received by the Borrower or taken property within 180 days of any Subsidiary therefrom in accordance with Section 2.10(b)(iv) on or prior to the date which is three (3) Business Days after the receipt of such Net Cash Proceeds. (iv) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of the Borrower’s prepayment notice and of such Term Lender’s pro rata share of the prepayment. (v) Notwithstanding any other provisions of this Section 2.10(b) to the contrary, to the extent that any of or all the Net Cash Proceeds of any Asset Sale by a Loan Party andForeign Subsidiary giving rise to a prepayment event pursuant to Section 2.10(b)(ii) (a “Foreign Disposition”) or the Net Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), pending application are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such proceedsNet Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.10(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable Law will not permit or delays repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.10(b) to the extent provided herein; provided however, that to the extent that the Borrower has either determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event would have material adverse tax consequences, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (iii), on or before the date 12 months following the date of receipt of such Net Cash Proceeds, (x) paid the Borrower shall apply 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 such reinvestments or (ii) applied an amount equal to prepayments as if such Net Cash Proceeds in repayment of had been received by the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in Borrower rather than such Foreign Subsidiary, less the amount of such repayment, which reserve shall xxxxx on additional taxes that would have been payable (or that would be payable if the Reinvestment Prepayment Date applicable Net Cash Proceeds were repatriated to the United States) or reserved against if such Net Cash Proceeds had been repatriated or earlier to the extent that Revolving Loans up to the amount of (y) such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that shall be applied to the extent any asset repayment of Indebtedness of a Foreign Subsidiary. (vi) Each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied, subject to Section 2.10(b)(iv), pro rata to each Class of Term Loans (on a pro rata basis to the Term Loans of the Lenders with such Asset Sale or Property Loss Event constituted CollateralClass of Term Loans) and shall be further applied to such Class of Term Loans, any replacementfirst in direct order of maturity the next 8 scheduled to repayments thereof required pursuant to Sections 2.09(b) and (c) and second ratably to the remaining repayments of Term Loans of such Class required pursuant to Sections 2.09(b) and (c); provided that, fixed or alternative assets acquired with at the option of the Borrower, the Net Cash Proceeds shall, upon acquisition thereof of Refinancing Term Loans may be applied to prepay Term A Loans prior to Term A-1 Loans. (vii) Any prepayment of Term Loans pursuant to this Section 2.10(b) shall be accompanied 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 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 Section 2.12 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 be subject to above to the ObligationsSection 2.15. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (i) When any Borrower makes any Disposition of any Export-Related Collateral (other than any Disposition permitted by Sections 7.1, excluding Dispositions permitted by clause (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 timedefinition of Permitted Dispositions, which shall be subject to the provisions of this Section 2.20(b)(i)) or any Casualty Proceeds Event occurs with respect to the Export-Related Collateral of any Borrower, 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 one hundred percent (100% %) of the Net Cash Proceeds of such Disposition or Casualty Proceeds Event, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agent; provided however that, no such mandatory prepayment shall be required under this Section 2.20(b)(i) with respect to any such Disposition or Casualty Proceeds as set forth Event with respect to the Export-Import Collateral of any Borrower to the extent that the aggregate amount of all Net Cash Proceeds of all Dispositions and Casualty Proceeds Events with respect to all Export-Import Collateral of Borrowers in clause any fiscal year shall not exceed $250,000, and further provided, however, with respect to Net Disposition Proceeds which would otherwise give rise to a prepayment under this Section 2.20(b)(i) (d) below. (c) Notwithstanding clause (b) abovetaking into account the preceding proviso), 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 five (in the aggregate since the Closing Date5) 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 Proceeds by a Loan Party and, pending application of such proceeds, the Borrower has either (i) paid an amount equal applicable Borrower’s election to reinvest all or any portion of such Net Cash Proceeds (the “Reinvestment Proceeds”) in fixed or capital assets or other assets useful to the Administrative Agent business of such Borrower that will be Collateral for the Obligations, the Borrowers shall not be required to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to make such Net Cash Proceeds in repayment prepayment out of the Revolving Loans and Reinvestment Proceeds so long as within one hundred eighty (180) days after the Administrative Agent initial receipt of such Reinvestment Proceeds, such reinvestment shall have established an Availability Reserve been consummated (and, for the avoidance of doubt, to the extent such reinvestment is not so consummated, Borrowers shall make a mandatory prepayment of the Obligations under this Section 2.20(b)(i) in the amount of such repayment, which reserve shall xxxxx Reinvestment Proceeds that is not so reinvested on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier to one hundred eighty-first (181st) day after the extent that Revolving Loans up to the amount initial receipt of such Net Cash Proceeds are used as set forth in Reinvestment Proceeds). The foregoing shall not be deemed to be implied consent to any Disposition or other transaction prohibited by 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 terms and conditions of this Agreement and the Collateral Documents or any Other Document. (but, in the case of a Permitted Acquisition, only to the extent required by clause ii) [RESERVED]. (iii) [RESERVED]. (iv) [RESERVED]. (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[RESERVED]. (dvi) Subject to the provisions of clause Section 11.5 hereof, each mandatory prepayment under this Section 2.20 shall be applied to the Obligations as follows : first, to the repayment in full of the outstanding principal amount of any Out-of-Formula Loans and any Protective Advances made by Agent, second, to the repayment in full of the outstanding amount of any Swing Loans, third, ratably, to the repayment in full of the outstanding principal amount of all other Revolving Advances (cshared among the Revolving Lenders on a pro rata basis in accordance with their respective Revolving Commitment Percentages), and fourth, if any Event of Default shall have occurred and be continuing, the cash collateralization in full of all outstanding Letters of Credit in accordance with the requirement of Section 3.2(b) above hereof, all subject to Borrowers’ ability to reborrow Revolving Advances and Sectionrequest Letters of Credit in accordance with the terms hereof.

Mandatory Prepayments. Within five (a5) [Intentionally Omitted]. (b) Subject to clause (c) below, upon Business Days of receipt by any Loan Party of Net Cash Proceeds (but only if at by the time Parent Borrower or any of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)its Subsidiaries from any Asset Sale, Issuance or Extraordinary Receipt, the Parent Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral make a prepayment in respect of Letters of Credit as set forth the Loans in clause (d) below) in an amount equal to 100% of the Net Proceeds of such Asset Sale, Issuance or Extraordinary Receipt, together with the Applicable Premium if such Net Cash Proceeds as were received by the Parent Borrower or any of its Subsidiaries on or prior to the third anniversary of the Closing Date, such prepayment to be applied in the manner set forth in clause Section 3.5. The Borrowers shall notify the Agent in writing of any mandatory prepayment required to be made pursuant to this Section 3.3 at least three (d3) below. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing on Business Days prior to the date Net Cash Proceeds are received by of such prepayment. Each Lender may reject all or a portion of its Pro Rata Share of any Loan Partymandatory prepayment (such declined amounts, the Borrower shall not be “Declined Proceeds”) required to so apply an amount equal be made pursuant to Net Cash Proceeds arising Section 3.2 or 3.3 by providing written notice (each, a “Rejection Notice”) to the Agent and the Borrowers no later than 5:00 p.m. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Agent regarding such prepayment. Each Rejection Notice from a Reinvestment Event given Lender shall specify the principal amount of the mandatory repayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (in Agent within the aggregate since time frame specified above or such Rejection Notice fails to specify the Closing Date) and are actually used (or have been contractually committed principal amount to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case of rejected, any such failure will be deemed an Asset Sale) or repair or replace (in the case of a Property Loss Event) the sold, damaged or taken property within 180 days acceptance 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 total amount of such repayment, which reserve mandatory prepayment. Any Declined Proceeds shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier be offered to the Lenders not so declining such prepayment in accordance with such Lender’s Pro Rata Share (with such non-declining Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Agent). To the extent that Revolving Loans up such non-declining Lenders elect to the amount decline their Pro Rata Share 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 CollateralDeclined Proceeds, any replacement, fixed or alternative assets acquired with Net Cash Declined Proceeds shall, upon acquisition thereof remaining thereafter shall be retained 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 ObligationsBorrowers. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. No later than 95 days after the end of each ECF Period (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 timean “ECF Deadline”), the Borrower shall within one Business Day after pay to the Term Lenders an aggregate amount (which shall be applied in accordance with Section 2.10(b)(v)) equal to (A) the ECF Percentage of Excess Cash Flow, if positive, for such receipt prepay ECF Period minus (B) the sum of (x) all voluntary prepayments of Term Loans during such ECF Period (or provide cash collateral following the end of such ECF Period if such voluntary prepayments are made prior to the ECF Deadline for such ECF Period; it being understood that the amount of any voluntary prepayments applied to reduce the mandatory prepayment required by this Section 2.10(b)(i) in respect of Letters one ECF Period may not be applied to reduce such mandatory prepayment in a subsequent ECF Period) pursuant to Section 2.10(a) and (y) all voluntary repayments of Credit as set forth Revolving Loans during such ECF Period (or following the end of such ECF Period if such voluntary repayments are made prior to the ECF Deadline for such ECF Period; it being understood that the amount of any voluntary repayments applied to reduce the mandatory prepayment required by this Section 2.10(b)(i) in respect of one ECF Period may not be applied to reduce such mandatory prepayment in a subsequent ECF Period) pursuant to Section 2.10(a), to the extent the Revolving Commitments are permanently reduced by the amount of such repayments, excluding, in all cases pursuant to this clause (dB), any payments or prepayments funded with proceeds of Funded Debt. For the avoidance of doubt, none of the transactions occurring on the Amendment No. 1 Effective Date shall be deemed a prepayment of Loans for the purposes of this Section 2.10(b). (A) below) in If the Borrower or any Restricted Subsidiary receives any Net Cash Proceeds from any Asset Sale or Casualty Event, the Borrower shall pay to the Term Lenders an amount equal to 100% of such Net Cash Proceeds (which shall be applied in accordance with Section 2.10(b)(v)) on or prior to the date that is ten (10) Business Days after the date of actual receipt by the Borrower of such Net Cash Proceeds; provided that no such prepayment shall be required pursuant to this Section 2.10(b)(ii)(A) with respect to such Net Cash Proceeds that the Borrower or any Restricted Subsidiary shall reinvest in accordance with Section 2.10(b)(ii)(B); provided further that the foregoing proviso shall not apply to any Asset Sale made in reliance on Section 6.11(l). (B) With respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Casualty Event, the Borrower or any Restricted Subsidiary may, at its option, reinvest or commit to reinvest all or any portion of such Net Cash Proceeds in assets useful for the Borrower’s or a Restricted Subsidiary’s business within 12 months following receipt of such Net Cash Proceeds (and, in the case of such a commitment, the reinvestment contemplated thereby shall actually have been consummated on or prior to the date that is the later of (x) 12 months following receipt of such Net Cash Proceeds and (y) 180 days following the date of the making of such commitment); provided further that any such Net Cash Proceeds that are not so reinvested within such 12 month period (as such period may be extended as contemplated by the immediately preceding parenthetical phrase) shall be applied as set forth in clause Section 2.10(b)(ii)(A) within five (d5) below.Business Days after the end of such period; (ciii) Notwithstanding clause If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 (b) above, as long as no Event of Default shall have occurred or be continuing on without prejudice to the date Net Cash Proceeds are received by any Loan Partyrestrictions therein), the Borrower shall not be required pay to so apply the Term Lenders an amount equal to 100% of the Net Cash Proceeds arising from a Reinvestment Event received by the Borrower or any Restricted Subsidiary therefrom (which shall be applied in accordance with Section 2.10(b)(v)) on or prior to the extent date that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 is five (in the aggregate since the Closing Date5) 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 Business Days after the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Proceeds. (iv) The Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment 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 repaymentprepayment. Any Term Lender (a “Declining Lender,” and any Term Lender which is not a Declining Lender, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier an “Accepting Lender”), may elect, by delivering not less than four (4) Business Days prior to the extent proposed prepayment date, a written notice (such note, a “Rejection Notice”) that Revolving Loans up any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to clauses (i) through (iii) of this Section 2.10(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall be reoffered to the Accepting Lenders, and any prepayment amount remaining after such reoffer shall be retained by the Borrower (for itself and on behalf of its Restricted Subsidiaries). If a Term Lender fails to deliver a Rejection Notice within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such Net Cash Proceeds are used as set forth mandatory prepayment of Term Loans. (v) Each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied, first, in direct order of maturities, to the principal repayment installments of Term Loans due within the eight fiscal quarters following such prepayment, second, on a pro rata basis to the other principal repayment installments of Term Loans other than the principal payment due on the Term Loan Maturity Date and third, to the principal payment on the Term Loan Maturity Date of Term Loans; and unless otherwise provided herein, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in the Reinvestment Notice with respect thereto; provided, however, that outstanding Term Loans (prior to the extent giving effect to any asset subject rejection by any Term Lender of any such prepayment pursuant 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 clause (iv) above). (vi) Any prepayment of Term Loans pursuant to this Section 2.10(b) shall be accompanied by a Warnaco Entity, accrued interest and shall 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 Obligations2.15. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause (c) below, The Borrowers shall forthwith prepay the Loans upon receipt by any Loan Party Borrower or any of Net Cash its Subsidiaries of Asset Sale 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 100such Asset Sale Proceeds. Any such mandatory prepayment shall be applied in accordance with Section 2.8(g) below and shall include, to the extent any Term Loans are prepaid, a prepayment premium of 1.00% of such Net Cash Proceeds as set forth in clause (d) below. (c) the principal amount of Term Loans prepaid. Notwithstanding clause (b) aboveany provision of this Agreement to the contrary, as for purposes of this Section 2.8(a), so long as no Default or Event of Default shall have occurred or and be continuing at the time the applicable Asset Sale is consummated, "Asset Sale Proceeds" shall not include: (i) Asset Sale Proceeds from an Asset Sale permitted under Section 7.6(c) which Asset Sale Proceeds are reinvested in Permitted Theater Investments, Permitted Acquisitions or Consolidated Maintenance Capital 42 52 Expenditures permitted pursuant to Section 7.5 within 180 days of such sale; provided that any Asset Sale Proceeds not so reinvested (the "Unused Portion") shall be deemed Asset Sale Proceeds for purposes of this Section 2.8(a) on the earlier of (1) the expiration of such 180-day period or (2) the date Net Cash Proceeds are received by any Loan Party, on which such Borrower or Subsidiary determines that the Borrower shall Unused Portion will not be required so reinvested; (ii) Asset Sale Proceeds from the sale of a Theater permitted under Section 7.6(c) consummated pursuant to so apply an amount equal a Permitted Asset Swap to Net Cash the extent such proceeds are applied in payment of the purchase price for the related Permitted Acquisition; provided that if the related acquisition is not consummated prior to the date 30 days after such sale such Asset Sale Proceeds arising from a Reinvestment Event shall, subject to clause (i) above, be deemed Asset Sale Proceeds for purposes of this Section 2.8(a) on such date; (iii) Asset Sale Proceeds consisting of any award of compensation for any asset or property or group thereof taken by condemnation or eminent domain and any insurance proceeds for the loss of or damage to any asset or property or group thereof (other than any insurance proceeds used for repair or replacement in accordance with paragraph (iv) of this Section 2.8(a)) to the extent that all Net Cash Proceeds from all Reinvestment Events (A) such awards or proceeds do not exceed $50,000,000 (exceed, in the aggregate since the Closing Dateaggregate, $100,000 in any Fiscal Year, (B) such awards or proceeds are used to replace or repair such asset or property and are actually used (or have been contractually committed to be usedC) to consummate a Permitted Acquisition or to purchase such 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 is completed within 180 days of receipt of any such awards or proceeds; provided that at such time as any repair or replacement is abandoned or is otherwise discontinued or is not diligently pursued, as determined by the Agent in its sole but reasonable discretion, the unused portion of such awards or proceeds shall constitute Asset Sale Proceeds at such time for purposes of this Section 2.8; or (iv) Asset Sale Proceeds consisting of any insurance proceeds for the loss of or damage to any asset or property or group thereof constituting a Leasehold Property or equipment used in connection therewith to the extent that (A) such proceeds are used to replace or repair such asset or property, (B) such proceeds do not exceed in any Fiscal Year in the aggregate $500,000 or such greater amount as the Agent has consented to for such Fiscal Year in writing, (C) such proceeds are required by the terms of the related Lease to be applied to the replacement or repair of such Leasehold Property or equipment used in connection therewith, (D) the Borrowers shall have delivered to the Agent written notice of receipt of such Net Cash Proceeds by proceeds promptly after receipt thereof, together with a Loan Party andwritten certificate of the Borrowers that: (1) such proceeds shall be substantially sufficient to complete such replacement or repair in accordance with all applicable laws, regulations and ordinances; and (2) to the best knowledge of the Borrowers, no Default or Event of Default has arisen or will arise as a result of such loss, damage, replacement or repair, (E) pending application of such proceeds, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds proceeds to the Administrative Agent required replacement or repair, unless the proceeds are required to be remitted to and held by the Administrative Agent in a Cash Collateral Account designated by lessor under the Administrative Agent or (ii) applied an amount equal to such Net Cash Proceeds in repayment terms 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 Sectionrelated Lease until

Mandatory Prepayments. (a) [Intentionally Omitted]. Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness (b) Subject to clause (c) belowexcluding any Indebtedness incurred in accordance with Section 7.2, 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 time), the Borrower shall within one Business Day after such receipt prepay the Loans (or provide cash collateral Permitted Refinancing Obligations in respect of Letters of Credit as set forth in clause (dTerm Loans) below) in shall be incurred by the Borrower or any Restricted Subsidiary, an amount equal to 100% of such the Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event of Default thereof shall have occurred or be continuing on applied not later than one Business Day after 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 andtoward the prepayment of the Term Loans as set forth in Section 2.12(d). (b) Unless the Required Prepayment Lenders shall otherwise agree, pending application of such proceeds, if on any date the Borrower has either or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied not later than 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided that, notwithstanding the foregoing, (i) paid on each Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to such Net Cash Proceeds the Reinvestment Prepayment Amount with respect to the Administrative Agent to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or relevant Reinvestment Event and (ii) applied on the date (the “Trigger Date”) that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Net Trigger Date. (c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending March 31, 2014, but solely with respect to any fiscal year ending prior to the Ninth Amendment Effective Date, there shall be Excess Cash Proceeds in repayment Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (i) the Excess Cash Flow Percentage of such Excess Cash Flow minus (ii) the aggregate amount of all prepayments of Revolving Loans to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional prepayments of Term Loans (x) during such fiscal year (which, in any event, shall not include any designated prepayment pursuant to clause (y) below) and (y) during the Administrative Agent shall have established an Availability Reserve in period beginning with the amount day following the last day of such repayment, which reserve shall xxxxx fiscal year and ending on the Reinvestment Prepayment Excess Cash Flow Application Date applicable and stated by the Borrower to such Net Cash Proceeds or earlier be prepaid pursuant to this Section 2.12(c)(ii)(y), in each case other than to the extent that Revolving any such prepayment is funded with the proceeds of long-term Indebtedness, toward the prepayment of Term Loans up to the amount of such Net Cash Proceeds are used as set forth in Section 2.12(d). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after the Reinvestment Notice with respect thereto; provided, however, that date on which the financial statements referred 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 AgentSection 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 (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 Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the provisions prepayment of clause the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or EurocurrencyTerm SOFR Loans and with respect to prepayments pursuant to Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans; provided that if no Lender exercises the right to waive a given mandatory prepayment of the Term Loans pursuant to Section 2.12(e), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are EurocurrencyTerm SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) Notwithstanding anything to the contrary in Section 2.12 or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) above that is allocated to Tranche B Term Loans (such amount, the “Tranche B Prepayment Amount”), the Borrower will, in lieu of applying such amount to the prepayment of Tranche B Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and Sectionprovide to each Tranche B Term Lender (which, for avoidance of doubt, includes each New Term Lender and ExtendedExtending Lender holding Tranche B Term Loans) a notice (each, a “Tranche B Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche B Term Lender a Tranche B Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche B Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche B Prepayment Option Notice, the Tranche B Term Loans of such Lender by an amount equal to the portion of the Tranche B Prepayment Amount indicated in such Lender’s Tranche B Prepayment Option Notice as being applicable to such Lender’s Tranche B Term Loans. Each Tranche B Term Lender may reject all or a portion of its Tranche B Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche B Term Lender’s receipt of the Tranche B Prepayment Option Notice (which notice shall specify the principal amount of the Tranche B Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche B Amount”); provided that any Tranche B Term Lender’s failure to so reject such Tranche B Prepayment Amount shall be deemed an acceptance by such Tranche B Term Lender of such Tranche B Prepayment Option Notice and the amount to be prepaid in respect of Tranche B Term Loans held by such Tranche B Term Lender. On the Tranche B Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche B Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche B Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. If there are (1) any Tranche A Term Loans then outstanding and (2) any Declined Tranche B Amounts in respect of a Tranche B Prepayment Option Notice, on the Business Day following the applicable Tranche B Mandatory Prepayment Date the Borrower shall give the Administrative Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Tranche A Term Lender (which, for avoidance of doubt, includes each New Term Lender and ExtendedExtending Lender holding Tranche A Term Loans) a notice (each, a “Tranche A Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from the Borrower, the Administrative Agent will send to each Tranche A Term Lender a Tranche A Prepayment Option Notice, which shall be in the form of Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on the date (each a “Tranche A Mandatory Prepayment Date”) that is ten Business Days after the date of the Tranche A Prepayment Option Notice, the Tranche A Term Loans of such Lender by an amount equal to the portion of the Declined Tranche B Amount indicated in such Lender’s Tranche A Prepayment Option Notice as being applicable to such Lender’s Tranche A Term Loans. Each Tranche A Term Lender may reject all or a portion of its Declined Tranche B Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New York City time) five Business Days after such Tranche A Term Lender’s receipt of the Tranche A Prepayment Option Notice (which notice shall specify the principal amount of its Declined Tranche B Amount to be rejected by such Lender) (such rejected amounts collectively, the “Declined Tranche A Amount”); provided that any Tranche A Term Lender’s failure to so reject such Declined Tranche B Amount shall be deemed an acceptance by such Tranche A Term Lender of such Tranche A Prepayment Option Notice and the amount to be prepaid in respect of Tranche A Term Loans held by such Tranche A Term Lender. On the Tranche A Mandatory Prepayment Date, the Borrower shall pay to the relevant Tranche A Term Lenders the aggregate amount necessary to prepay that portion of the outstanding Tranche A Term Loans in respect of which such Lenders have (or are deemed to have) accepted prepayment as described above. (f) If, on any date, the aggregate Revolving Extensions of Credit would exceed the aggregate Revolving Commitments (including as a result of any revaluation of the Dollar Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly prepay Revolving Loans in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents and/or Permitted Liquid Investments equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (g) Notwithstanding any other provision of this Section 2.12, a Lender may, at its option, and if agreed by the Borrower, in connection with any prepayment of Tranche B Term Loans pursuant to Section 2.12(a), exchange such Lender’s portion of the Tranche B Term Loan to be prepaid for Rollover Indebtedness, in lieu of such Xxxxxx’s pro rata portion of such prepayment (and any such Tranche B Term Loans so exchanged shall be deemed repaid for all purposes under the Loan Documents).

Mandatory Prepayments. (ai) [Intentionally Omitted]In the event and on such occasion that the aggregate Revolving Exposures exceed the aggregate Revolving Commitments, the applicable Borrowers shall prepay Revolving Borrowings of such Class or, if applicable, Swingline Loans of such Class (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess; provided that if any such excess shall result from a change in the applicable exchange rates relating to Alternative Currencies, then such prepayment and/or cash collateralization shall only be required to be made by the applicable Borrowers upon one Business Day’s notice from the Administrative Agent. (bii) Subject to clause Other than during a Covenant Suspension Period, (cA) below, upon receipt by if the Parent Entity or any Loan Party of Restricted Subsidiary 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)from any Asset Sale or Casualty Event, the Borrower Agent 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 100% of such Net Cash Proceeds to prepay the Term Loans in accordance with Section 2.10(b)(v) on or prior to the date that is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds; provided that no such prepayment shall be required pursuant to this Section 2.10(b)(ii)(A) with respect to such Net Cash Proceeds that the Parent Entity or any Restricted Subsidiary shall reinvest in accordance with Section 2.10(b)(ii)(B); provided that to the extent required by the terms of any Permitted Secured Notes that are secured by Liens subject to the First Lien Intercreditor Agreement, the Borrower Agent may, in lieu of prepaying Term Loans with such portion of the Net Cash Proceeds of any Asset Sale or Casualty Event, apply a portion of such Net Cash Proceeds (based on the respective principal amounts at such time of (A) such Permitted Secured Notes and (B) the Term Loans) to repurchase or redeem Permitted Secured Notes that are secured by Liens subject to the First Lien Intercreditor Agreement with the remaining amount of such Net Cash Proceeds to be applied to prepay Term Loans; and (B) with respect to any Net Cash Proceeds realized or received with respect to any Asset Sale or Casualty Event, at the option of the Borrower Agent, the Parent Entity or any Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for the Parent Entity’s or a Restricted Subsidiary’s business within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Parent Entity or a Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within six (6) months following the last day of such twelve month period; provided that any such Net Cash Proceeds that are not so reinvested within the applicable time period set forth above shall be applied as set forth in clause Section 2.10(b)(ii)(A) within five (d5) belowBusiness Days after the end of the applicable time period set forth above. (ciii) Notwithstanding clause (b) aboveIf, as long as no Event of Default shall have occurred or be continuing on following the date Net Cash Proceeds are received by any Loan PartyEffective Date, the Borrower Parent Entity or any Restricted Subsidiary incurs or issues (x) any Refinancing Indebtedness or (y) any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.01 (without prejudice to the restrictions therein), the Borrowers shall not be required to so apply an amount equal to 100% of such Net Cash Proceeds arising from a Reinvestment Event received by the Parent Entity or any Restricted Subsidiary therefrom to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 prepayment of the Term Loans in accordance with Section 2.10(b)(v) on or prior to the date which is three (in the aggregate since the Closing Date3) 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 Business Days after the receipt of such Net Cash Proceeds by a Loan Party and, pending application of such proceeds, the Proceeds. (iv) The Borrower has either (i) paid an amount equal to such Net Cash Proceeds to the Administrative Agent to be held by shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iii) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment 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 repaymentprepayment. (v) Each prepayment of Term Loans pursuant to this Section 2.10(b) shall be applied pro rata to each Class of Term Loans (on a pro rata basis to the Term Loans of the Lenders with such Class of Term Loans), which reserve shall xxxxx on the Reinvestment Prepayment Date applicable to such Net Cash Proceeds or earlier except to the extent that Revolving any Class of Term Loans up is entitled to the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; providedreceive a lesser amount, however, that to the extent any asset subject and shall be further applied to such Asset Sale or Property Loss Event constituted Collateral, any replacement, fixed or alternative assets acquired with Net Cash Proceeds shall, upon acquisition Class of Term Loans in direct order of maturity to repayments thereof required pursuant to Section 2.09(b). (vi) Any prepayment of Term Loans pursuant to this Section 2.10(b) shall be accompanied 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 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 Section 2.12 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 be subject to above to the ObligationsSection 2.15. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. In addition to and without limiting any provision of any Loan Documents: (a) [Intentionally Omitted]If a Change of Control occurs that has not been consented to in writing by Lender prior to the consummation thereof, then on or prior to the fifth Business Day following the date of such Change of Control, Borrowers shall prepay the Loan and all other Obligations (other than, indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in full in cash together with (i) accrued interest thereon to the date of such prepayment, (ii) all other amounts owing to Lender under the Loan Documents, (iii) an amount equal to the difference between (x) the aggregate amount of interest that would have been due to Lender, for the period from and after the Closing Date to and including the Final Maturity Date based upon the principal amount outstanding immediately prior to and the Applicable Rate in effect as of the date of such prepayment, less (y) the amount of interest actually paid to Lender prior to the date of such prepayment and (iv) the Prepayment Fee that would be due if the date of such prepayment were a Prepayment Date. (b) Subject If Borrowers, in any transaction or series of related transactions after the Closing Date, without the prior written consent of Lender, (i) sells, transfers, pledges or assigns any receivable or other Collateral (other than as contemplated by this Agreement or in the Ordinary Course of Business), (ii) sells or issues any equity or debt securities of Borrower, Equity Interests in Borrowers or other ownership interests in Borrowers, or (iii) incurs any Indebtedness except for Indebtedness under the Loan Documents, then Borrowers shall deposit 100% (or such lesser amount as is required to clause indefeasibly pay in cash in full the Obligations (other than indemnity obligations of Borrowers under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending)) of the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Accounts, together with the Prepayment Fee that would be due if the date of such prepayment were a Prepayment Date. (c) belowIn no event shall the Loan Balance exceed the Maximum Commitment Amount. If at any time and for any reason, upon receipt by the Loan Balance exceeds the Maximum Commitment Amount, Borrowers shall promptly, and in any Loan Party of Net Cash Proceeds event within five (but only if at the time 5) Business Days from notice of such receipt occurrence from Lender, whether or not a Default or Event of Default has occurred or is continuing, prepay the Available Credit is less than 25% principal balance 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) Loan 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 difference between the then 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 Balance 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 ObligationsMaximum Commitment Amount. (d) Subject to the provisions of clause (c) above and Section

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 the greater of $6,000,000 and 10% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period (the “De Minimis Proceeds Threshold”) in any Fiscal Year, the Borrower shall apply (or cause to be applied) 100% of such Net Proceeds of such Prepayment Asset Sale or Net Insurance/Condemnation Proceeds received with respect thereto in excess of the De Minimis Proceeds Threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of, and accrued interest on, the Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (cvi) below; provided that: (A) it is understood that only the amount in excess of the De Minimis Proceeds Threshold shall be required to be applied to make a prepayment in accordance with this Section 2.11(b)(ii); (B) if prior to the date on which any such prepayment is required to be made, upon the Borrower notifies the Administrative Agent of its intention to reinvest the applicable WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 Subject Proceeds in the business of the Borrower and/or any Restricted Subsidiary (other than an investment in Cash or Cash Equivalents), then the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the applicable Subject Proceeds to the extent (1) the applicable Subject Proceeds are so reinvested within 18 months following receipt by thereof, or (2) the Borrower or any Loan Party Restricted Subsidiary has committed to so reinvest the applicable Subject Proceeds during such 18 month period and the applicable Subject Proceeds are so reinvested within six months after the expiration of Net Cash such 18-month period or (3) the Borrower or any Restricted Subsidiary has committed to so reinvest the applicable Subject Proceeds during such 18 month period and such commitment is terminated and a new commitment is made within the six months after the expiration of such 18 month period and the application Proceeds are so reinvested within three months after the expiration of such 24 month period; it being understood that if the applicable 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 applicable Subject Proceeds not so reinvested as set forth above (but only if without regard to the immediately preceding proviso); and (C) if, at the time that any such prepayment would be required hereunder, the Borrower or any of such receipt its Restricted Subsidiaries is required to repay or repurchase any other First Lien Debt pursuant to the Available Credit is less than 25% terms of the Aggregate Borrowing Limit documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject 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 Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds that is 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 or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof and any other relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in this clause (C)); it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by clause (2) above, the Borrower shall within one Business Day after such receipt prepay not be required to subsequently offer the amount of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness. (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 Debt) incurred to refinance all or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred in reliance on clause (b) of the definition of “Incremental Cap” 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 in reliance on clause (b) of the definition of “Incremental Cap”, to refinance all or a portion of the Loans in accordance with the requirements of the definition thereof, in each case to the extent required by the terms thereof to prepay or offer to prepay such Indebtedness), the Borrower shall, promptly upon (and in any event not later than two Business WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 Days thereafter) the receipt of such Net Proceeds by the Borrower or its applicable Restricted Subsidiary, apply (or provide cash collateral in respect of Letters of Credit as set forth in clause (dcause to be applied) below) in 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 (or cause to be prepaid) 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 any Domestic Subsidiary of any Foreign Subsidiary (any such Person, a “Specified Subsidiary”) or the relevant Net Cash Insurance/Condemnation Proceeds from all Reinvestment Events do not exceed $50,000,000 (are received by any Specified Subsidiary, as the case may be, for so long as the repatriation and/or other transfer to the Borrower of any such amount at the time such prepayment would otherwise be required to be made would be, in the aggregate since good faith determination of the Closing Date) Borrower, prohibited, restricted or delayed under any Requirement of Law (including for the avoidance of doubt, any Requirement of Law relating to financial assistance, corporate benefit, thin capitalization, capital maintenance and are actually used similar legal principles, restrictions on “upstreaming” and/or “cross-streaming” of Cash intra-group and Requirements of Law relating to the fiduciary and/or statutory duties of the directors (or have been contractually committed equivalent Persons) of the Borrower and/or any of its Restricted Subsidiaries) or would conflict with the fiduciary and/or statutory duties of such Specified Subsidiary’s directors (or equivalent Persons), 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 Specified Subsidiary; (B) the Borrower shall not be required to prepay (or cause to be usedprepaid) 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 any amount equal to such Net Cash Proceeds to the Administrative Agent that would otherwise be required to be held by the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (iipaid pursuant to Section 2.11(b)(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 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 for so long as the priority described in Section 4.20 distribution and/or other transfer to the Borrower of this Agreement and the Collateral Documents (butsuch Subject Proceeds would, in the case good faith determination of a Permitted Acquisitionthe Borrower, only be prohibited at the time such prepayment would otherwise be required to be made under the Organizational Documents (or any relevant shareholders’ or similar agreement) governing such joint venture; (C) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(ii) to the extent that the relevant Subject Proceeds are received by any Foreign Subsidiary that is not a Loan Party, in each case, for so long as the Borrower determines in good faith that the distribution to the Borrower of such Subject Proceeds would be prohibited at the time such prepayment would otherwise be required to be made under an agreement permitted pursuant to Section 6.05 by which such Foreign Subsidiary is bound governing any Indebtedness; and (D) if the Borrower determines in good faith that the repatriation (or other intercompany distribution or transfer) to the Borrower, directly or indirectly, from a Specified Subsidiary as a distribution or dividend (or other intercompany transfer) of any amount required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(ii) above would reasonably be expected to result in a material and adverse Tax liability (including any withholding Tax) being incurred by Holdings, the Borrower, any Parent Company and/or any Restricted Subsidiary (such amount, 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; (v) 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 this Section 2.11(b), to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 “Declined Proceeds”); provided that, for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that such prepayment is made with the Net Proceeds of (1) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all or a portion of the Term Loans pursuant to Section 6.01(p), (2) Incremental Loans incurred to refinance all or a portion of the Term Loans pursuant to Section 2.22, (3) 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 (4) Incremental Equivalent Debt incurred to refinance all or a portion of the Loans in accordance with the requirements of the definition thereof. If any Lender fails to deliver a written 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 Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Term Loans. (vi) Except as otherwise contemplated by this Agreement or provided in, or intended with respect to, any Refinancing Amendment, any Incremental Facility Amendment, any Extension Amendment or any Replacement Debt (provided that such Refinancing Amendment, Incremental Facility Amendment or Extension Amendment may not provide that the applicable Class of Term Loans receive a greater than pro rata portion of any prepayment of Term Loans pursuant to Section 2.11(b) than would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with this Agreement, each prepayment of Term Loans pursuant to Section 2.11(b) shall be allocated to prepay any Class of Term Loans as directed by the Borrower or, in the absence of such direction, ratably to each Class of Term Loans then outstanding that is pari passu with the Initial Term Loans in right of payment and with respect to security (provided that any prepayment of Term Loans with the Net Proceeds of any Incremental Term Facility incurred in reliance on clause (vb) of the definition thereofof “Incremental Cap” to extend the Maturity Date of all or any portion of any Class of Term Loans pursuant to Section 2.22, Incremental Equivalent Debt incurred in reliance on clause (b) of the definition of “Incremental Cap” to extend the Maturity Date of all or any portion of any Class of Term Loans and/or any Replacement Term Loan shall be applied to the applicable Class of Term Loans being extended, refinanced or replaced, as applicable); provided further. With respect to each relevant Class of Term Loans, howeverany accepted prepayment 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 Borrower (or, in the event an Event absence of Default has occurred direction from the Borrower, to the remaining scheduled amortization payments in respect of the Term Loans of such Class in direct order of maturity), and is continuing after each such prepayment shall be paid to the provisions Term Lenders in this clause (c) become operativeaccordance with their respective Applicable Percentage of the applicable Class. If no Lender exercises the right to decline a prepayment of the Term Loans pursuant to Section 2.11(b)(v), the Administrative Agent may, or amount of such mandatory prepayment shall at be applied first to the direction then outstanding Term Loans of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above relevant Class that are ABR Loans to the Obligationsfull extent thereof and then to the then outstanding Term Loans of such Class that are LIBO RateTerm SOFR Loans in a manner that minimizes the amount of any payment required to be made by the Borrower pursuant to Section 2.16. (dA) Subject In the event that the aggregate Revolving Credit Exposure of any Class exceeds the Total Revolving Credit Commitment of such Class then in effect, the Borrower shall, within five Business Days of receipt of notice from the Administrative Agent, prepay the Revolving Loans or Swingline Loans and/or reduce LC Exposure, in an aggregate amount sufficient to reduce such aggregate Revolving Credit Exposure as of the date of such payment to an amount not to exceed 100% of the Revolving Credit Commitment of such Class then in effect by taking any of the following actions as it shall determine at its sole discretion: (I) prepayment of Revolving Loans and/or Swingline Loans in accordance with Section 2.11(a)(ii) and/or (II) with respect to any excess LC Exposure, provide Letter of Credit Support with respect thereto. (A) Each prepayment of any Revolving Loan Borrowing under this Section 2.11(b)(vii) shall be paid to the provisions Revolving Lenders in accordance with their respective Applicable Percentages of clause the applicable Class. WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 (cviii) above Prepayments made under this Section 2.11(b) shall be (A) accompanied by accrued interest as required by Section 2.13 (which may, at the election of the Borrower, be netted in the calculation of the applicable prepayment amount (and Sectionin the event such election is made, the amount of the applicable prepayment of principal and the amount of such accrued interest shall be determined by the Borrower in good faith in consultation with the Administrative Agent)) and (B) subject to Section 2.16.

Mandatory Prepayments. (a) [Intentionally Omitted]. If Indebtedness is incurred by Holdings, the US Borrower or any of its Restricted Subsidiaries (b) Subject to clause (c) belowother than Indebtedness permitted under Section 6.2), upon receipt by any Loan Party of Net Cash Proceeds (but only if at then on the time 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 shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in clause (d) belowSection 2.14(e). The provisions of this Section do not constitute a consent to the incurrence of any Indebtedness by Holdings, the US Borrower or any of its Restricted Subsidiaries. (c) Notwithstanding clause (b) above, as long as no Event of Default shall have occurred or be continuing If on the any date Net Cash Proceeds are received by any Loan PartyHoldings, the US Borrower or any of its 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 Recovery Event then, unless a Reinvestment Events do not exceed $50,000,000 (Notice shall be delivered in respect thereof, no later than five Business Days after the aggregate since date of receipt by Holdings, the Closing Date) and are actually used (US Borrower or have been contractually committed to be used) to consummate a Permitted Acquisition or to purchase replacement or fixed assets (in the case any 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 its Restricted Subsidiaries of such Net Cash Proceeds by a Loan Party andProceeds, 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 shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e); provided that (i) notwithstanding the foregoing, on each Reinvestment Prepayment Date an amount equal to the Reinvestment Notice Prepayment Amount with respect theretoto the relevant Reinvestment Event shall be applied to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the US Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay Permitted Term Loan Refinancing Indebtedness that is secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Permitted Term Loan Refinancing Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the US Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale, the US Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds included in such Net Cash Proceeds; provided, that the US Borrower shall use its commercially reasonable efforts to repatriate any amounts constituting Restricted Asset Sale Proceeds pursuant to clause (b) of the definition thereof as promptly as practicable following the date of such prepayment. To the extent the US Borrower does not repatriate any such Restricted Asset Sale Proceeds, the US Borrower shall prepay Term Loans and/or cause Indebtedness of the Foreign Subsidiary that generated the Restricted Asset Sale Proceeds to be permanently prepaid in an aggregate amount equal to the corresponding Restricted Asset Sale Payment Amount on or prior to the first anniversary of the original prepayment date for the related Foreign Asset Sale. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the US Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term Loans (together with accrued interest thereon), as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the date on which the financial statements of the US Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders. Notwithstanding the foregoing, the US Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the US Borrower shall use its commercially reasonable efforts to repatriate such applicable percentage of amounts constituting Restricted ECF pursuant to clause (b) of the definition thereof as promptly as practicable following the Excess Cash Flow Application Date (and upon any such repatriation, shall prepay the Term Loans by the amount thereof in accordance with this Section 2.14(c)). To the extent the US Borrower does not repatriate the applicable percentage of Restricted ECF, the US Borrower shall prepay Term Loans and/or cause Indebtedness of the applicable Foreign Subsidiary to be permanently prepaid in an aggregate amount equal to the corresponding Restricted ECF Payment Amount for the applicable Excess Cash Flow Period on or prior to the first anniversary of the date that the original payment was required to have been made pursuant to the terms of this Section 2.14(c). (d) The US Borrower shall apply, on a dollar-for-dollar basis, all of the Net Cash Proceeds of any Replacement Term Loans and the Net Cash Proceeds of any Permitted Term Loan Refinancing Indebtedness (that is incurred to refinance Term Loans) to the repayment of Term Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurocurrency Loans of such Class; provided, however, that if any Lenders exercise the right to waive a given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f), then such mandatory prepayment shall be applied on a pro rata basis to the 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 then outstanding Term Loans of the Collateral Agentaccepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided, for further, that the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents US Borrower may elect (but, except in the case of a Permitted Acquisition, only prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the extent required by clause (v) Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurocurrency Loans on the last day of the definition thereof)next expiring Interest Period for Eurocurrency Loans; provided furtherthat (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurocurrency Loan in respect of which such deposit was made, howeveruntil such amounts are applied to prepay such Eurocurrency Loan, in and (B) (x) at any time while a Specified Default has occurred and is continuing, the event an Administrative Agent may, and (y) at any time while a Default or Event of Default has occurred and is continuing after continuing, upon written direction from the provisions in this clause (c) become operativeRequired Lenders, the Administrative Agent may, or shall at the direction of the Requisite Lendersshall, apply any or all of such amounts in the Cash Collateral Account referred to above to the Obligationspayment of Eurocurrency Loans. Notwithstanding anything to the contrary herein, if at any time a mandatory prepayment of Term Loans is required to be made pursuant to this Section 2.14 there are no Term Loans outstanding, the mandatory prepayment amounts shall be applied to prepay outstanding Revolving Credit Borrowings; provided that no corresponding permanent reduction of Revolving Credit Commitments will be required. (df) Subject Notwithstanding anything in this Section 2.14 to the provisions contrary, any First Lien Term Loan Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan Lender) may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day prior to the required prepayment date, to decline all of clause any mandatory prepayment of its Term Loans pursuant to this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined may, subject to the terms of the Second Lien Credit Agreement, be retained by the US Borrower. (cg) above and SectionIf for any reason, (i) the Total US Tranche Revolving Credit Exposure exceeds the sum of the total US Tranche Revolving Credit Commitments then in effect (including after giving effect to any reduction in the US Tranche Revolving Credit Commitments pursuant to Section 2.10), the US Borrower shall immediately prepay US Tranche Revolving Credit Loans and/or cash collateralize the US Tranche Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess or (ii) the sum of the Total Canadian Tranche Revolving Credit Exposure exceeds the sum of the total Canadian Tranche Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Canadian Tranche Revolving Credit Commitments pursuant to Section 2.10), the applicable Borrower shall immediately prepay Canadian Tranche Revolving Credit Loans and/or cash collateralize the Canadian Tranche Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess.

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 $10,000,000 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 Tangible Net Worth 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 Senior Debt to Tangible Net Worth 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 50.0%) and (z) the Net Proceeds Percentage shall be 0.0% if the Senior Debt to Tangible Net Worth 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 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 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 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 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) 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].Until such time as the Obligations have been repaid in full, the Principal Debt shall be permanently prepaid in the amounts and upon the occurrence of any of the following events: (bi) Subject to clause (c) below, upon receipt Concurrently with any Debt Issuance by the Borrower 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)Subsidiary, the Borrower Principal Debt shall within one Business Day after such receipt prepay be permanently prepaid, in the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in order and manner specified herein, by an amount equal to 100% of such the Net Cash Proceeds realized by the Borrower or such Subsidiary from such Debt Issuance; (ii) With respect to the consummation of any Significant Sale by the Borrower or any Subsidiary (which Significant Sale must be otherwise permitted under the Loan Documents or shall have been consented to by Required Lenders), the Principal Debt shall be permanently prepaid in the order and manner specified herein, by an amount equal to 100% of the Net Cash Proceeds realized by the Borrower or such Subsidiary from such Significant Sale, which mandatory prepayment shall be payable as set forth and when received (or if such Disposition is a Significant Sale as a result of aggregation with other Dispositions in clause (d) belowthe same calendar year, shall be payable on the date the aggregate Net Cash Proceeds from such Dispositions equals or exceeds $10,000,000). (ciii) Notwithstanding clause (b) aboveConcurrently with any Equity Issuance by the Borrower or any Subsidiary, as long as no Event the Principal Debt shall be permanently prepaid in the order and manner specified herein, by an amount equal to 50% of Default shall have occurred or be continuing on the date Net Cash Proceeds are received realized by the Borrower or such Subsidiary from such Equity Issuance; provided however that, if any Loan PartyEquity Issuance is made on or prior to December 31, 2005, the mandatory prepayment required by this clause (b)(iii) with respect to such Equity Issuance shall be made on the first Business Day of January, 2006. (iv) Upon the earlier of (x) Borrower entering into or having knowledge of a definitive written agreement that could reasonably be expected to result in a Change of Control, or (y) the occurrence of a Change of Control, the Borrower shall not be required immediately notify the Administrative Agent (which shall promptly notify the Lenders), and shall offer to so apply an amount equal prepay the Obligations owed to Net Cash Proceeds arising from a Reinvestment Event to each Lender in full concurrently with such Change of Control. At 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 time 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 sending such Net Cash Proceeds by a Loan Party and, pending application of such proceedsnotice, the Borrower has either (iin consultation with the Administrative Agent) paid an amount equal shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to the Lenders the "Notice Period"). Each Lender shall notify the Administrative Agent within the Notice Period whether or not it wishes to receive a prepayment of the Obligations owed to such Net Cash Proceeds Lender. Any Lender not responding to the Administrative Agent during the Notice Period shall be deemed to be held by have elected not to require prepayment of the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal Obligations owed to such Net Cash Proceeds Lender. The Borrower shall repay in repayment full the Obligations owed to each Lender that elects to receive such prepayment (each an "Electing Lender"), on the later of the Revolving Loans and date upon which Change of Control occurs or two (2) Business Days after the Administrative Agent expiration of the Notice Period. All mandatory prepayments of the Principal Debt 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 be applied to the extent that Revolving Loans up Principal Debt owed to each Lender or Electing Lender, as the amount of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; providedcase may be, 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 (butx) ratably, in the case of a Permitted Acquisition, only prepayment pursuant to the extent required by clause clauses (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 through (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 Section(y) to each Electing Lender in the case of a prepayment pursuant to clause (b)(iv) above, and any partial prepayments shall be applied to the regularly-scheduled Principal Debt reductions as set forth in Section 2.04 in inverse order of maturities.

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 OmittedReserved] (b) No later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, the Borrowers shall apply 100% of the Net Cash Proceeds received by any Loan Party or any Restricted Subsidiary with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g), except with respect to those Net Cash Proceeds that are (x) Reinvestment Net Cash Proceeds (as defined below), (y) proceeds of ABL Priority Collateral (as defined in the Intercreditor Agreement), to the extent required to repay outstanding obligations under the ABL Credit Facility in accordance with the terms thereof and of the Intercreditor Agreement, or (z) proceeds received from the sale of accounts receivable to Receivables SPV pursuant to and in accordance with the Receivables Securitization Documents or from Asset Sales permitted under clause (i), (iii), (v), (viii) or (ix) of Section 6.05(b). So long as no Default or Event of Default is then continuing, the US Borrower, by written notice delivered on or before the fifth Business Day following receipt by a Loan Party or any Restricted Subsidiary of Net Cash Proceeds in respect of any Asset Sale, may elect (each, a “Reinvestment Election”) to reinvest such Net Cash Proceeds (such amount, “Reinvestment Net Cash Proceeds”) in accordance with the terms of this Section 2.13(b): (i) The US Borrower may make a Reinvestment Election to reinvest the Reinvestment Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrowers and their Restricted Subsidiaries so long as each and every of the following is satisfied: (x) the Net Cash Proceeds from any Asset Sale of Collateral are reinvested in Collateral within 365 days of receipt of such Net Cash Proceeds; and (y) at the time of the notice of the Reinvestment Election with respect to Net Cash Proceeds in excess of US$10,000,000, a Financial Officer of the applicable Borrower certifies to the Administrative Agent, by delivery of a certificate that no Default or Event of Default shall have occurred and be continuing at the time of receipt of the Net Cash Proceeds or of such certificate, and (z) at the time of any proposed reinvestment with respect to Net Cash Proceeds in excess of US$10,000,000, a Financial Officer of the applicable Borrower certifies that no Default or Event of Default shall have occurred and be continuing at the time of the proposed reinvestment. (ii) [Reserved]. (b) Subject to clause (c) belowNo later than the third Business Day following the Closing Date, upon receipt by the Borrowers shall prepay the Obligations, including the Term Loans, all interest accrued thereon and all fees then due and payable, in cash, in full, unless the Acquisition Consummation Condition has been fully satisfied. (d) No later than 120 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending on December 31, 2013, the Borrowers shall prepay outstanding Term Loans in accordance with Section 2.13(g) in an aggregate principal amount equal to (A) (x) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is greater than 2:50:1:00, in an amount equal to 50% of Excess Cash Flow for the fiscal year then most recently ended, (y) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is equal to or less than 2:50:1:00 but greater than 2.00:1:00, in an amount equal to 25% of Excess Cash Flow for the fiscal year then most recently ended, or (z) if the Secured Leverage Ratio calculated as of the last day of such fiscal year is equal to or less than 2.00:1:00, in an amount equal to zero, minus (B) voluntary prepayments of Term Loans under Section 2.12 during such fiscal year but only to the extent that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness with new Indebtedness. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (but only if at the time of such receipt the Available Credit is less other than 25% of the Aggregate Borrowing Limit at such timeIndebtedness permitted pursuant to Section 6.01), the Borrower shall within one Borrowers shall, promptly upon (and in any event not later than the third Business Day after next following) the receipt of such receipt prepay the Loans (Net Cash Proceeds by such Loan Party or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) in such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds as set forth to prepay outstanding Term Loans in clause (d) belowaccordance with Section 2.13(g). (cf) Notwithstanding clause [Reserved]. (bg) aboveMandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata among Tranche B-1 Loans and Tranche B-2 Loans and the Other Term Loans, as long as no Event if any, and applied pro rata against the remaining scheduled installments of Default principal due in respect of the Tranche B-1 Loans and Tranche B-2 Loans and the Other Term Loans, if any, under Sections 2.11(a)(i), (ii) and (iii); provided that, notwithstanding the foregoing, any application of proceeds from such prepayments relating solely to Collateral securing the Canadian Obligations shall have occurred be made solely in respect of the Tranche B-2 Loans. (h) Each of the Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment or be continuing on of the date reallocation or retention of Net Cash Proceeds are received by any Loan Partya Foreign Subsidiary pursuant to Section 2.13(i) below, stating, in reasonable detail, the Borrower reasons for such reallocation or retention. Each notice of prepayment shall not specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be required prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to so apply an Section 2.16, but shall otherwise be without premium or penalty, and shall (to the extent applicable) be accompanied by accrued and unpaid interest on the principal amount equal to Net Cash Proceeds arising from a Reinvestment Event be prepaid to but excluding the date of payment. (i) Notwithstanding any other provisions of this Section 2.13, (i) to the extent that any or all of the Net Cash Proceeds of any Asset Sale received by a Foreign Subsidiary (each such receipt a “Foreign Prepayment Proceeds Receipt”) are prohibited or delayed by applicable local law or applicable organizational documents of such Foreign Subsidiary from all Reinvestment Events do not exceed $50,000,000 (in being repatriated to either the aggregate since US Borrower to repay the Closing Date) and are actually used (Term Loans made to the US Borrower or have been contractually committed the Canadian Borrower to be used) repay Term Loans made to consummate a Permitted Acquisition or the Canadian Borrower pursuant to purchase replacement or fixed assets (in the case of an Asset SaleSection 2.13(b) or repair or replace (in e), as applicable, 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 so affected will not be required to be applied to repay such Term Loans made to the US Borrower or Term Loans made to the Canadian Borrower, as the case may be (such Tranche, the “Affected Tranche”), at the times provided in Section 2.13(b), but shall instead be applied to the repayment of the outstanding principal balance of the other Tranche (the “Unaffected Tranche”), and if such Unaffected Tranche has been repaid in full, of if both the Term Loans made to the US Borrower and the Term Loans made to the Canadian Borrower are Affected Tranches, then any remaining Net Cash Proceeds may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the US Borrower or the Canadian Borrower (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any such restrictions on repatriation and/or minimize any such costs of prepayment and/or use the other cash and cash equivalents of Holdings and its Subsidiaries to make the relevant prepayment), and if such repatriation of any of such affected Net Cash Proceeds becomes permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash 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 and additional costs relating to such repatriation) to the repayment of such applicable Term Loans pursuant to this Section 2.13(i), or (ii) to the extent that the applicable Borrower has determined in good faith that repatriation to the US Borrower to repay the Tranche B-1 Loans or to the Canadian Borrower to repay the Tranche B-2 Loans pursuant to Section 2.13, as applicable, of any of or all the Net Cash Proceeds of any disposition by a Loan Party andForeign Subsidiary or the Net Cash Proceeds of any Foreign Prepayment Proceeds Receipt would have material adverse tax consequences (including any reduction in tax attributes) with respect to such Net Cash Proceeds, pending application of such proceedsNet Cash Proceeds so affected will not be required to be applied to repay such Term Loans made to the US Borrower or the Term Loans made to the Canadian Borrower, as applicable (such Tranche, the “Tax Affected Tranche”), at the times provided in Section 2.13(b), but shall instead be applied to the repayment of the outstanding principal balance of the other Tranche of Loans (the “Tax Neutral Tranche”) subject to Section 2.13(g), provided that if such Tax Neutral Tranche has been repaid in full or if both the Term Loans made to the US Borrower has either (i) paid an amount equal and the Term Loans made to the Canadian Borrower are Tax Affected Tranches, then any remaining Net Cash Proceeds may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable adverse tax consequences with respect to such Net Cash Proceeds remain (the Borrowers hereby agreeing to use all commercially reasonable efforts to overcome or eliminate any adverse tax consequences and/or use the Administrative Agent other cash and cash equivalents of Holdings and its Subsidiaries to be held by make the Administrative Agent in a Cash Collateral Account designated by the Administrative Agent or (ii) applied an amount equal to relevant prepayment), and if such repatriation of any of such affected Net Cash Proceeds would no longer have adverse tax consequences, such repatriation will be immediately effected and such repatriated Net Cash Proceeds will be promptly (and in repayment any event not later than two Business Days after such repatriation) applied (net of the Revolving Loans and the Administrative Agent shall have established an Availability Reserve in (A) the amount of any other cash and cash equivalents of Holdings and its Subsidiaries otherwise used to make the relevant prepayment, (B) additional taxes payable or reserved against as a result of such repayment, which reserve shall xxxxx on the Reinvestment Prepayment Date applicable repatriation and (C) additional costs relating to such Net Cash Proceeds or earlier repatriation) to the extent that Revolving Loans up to the amount repayment of such Net Cash Proceeds are used as set forth in the Reinvestment Notice with respect thereto; provided, however, that Term Loans pursuant 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 this 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 Obligations2.13. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (a) [Intentionally Omitted]. (b) Subject to clause the ABL Intercreditor Agreement, in each case, within two (c2) below, upon Business Days following: (i) receipt by any Loan Credit Party or Subsidiary of any Net Cash Proceeds (but only if at Asset Dispositions) (other than any such Net Proceeds (Asset Dispositions) received (x) as a result of any Permitted Property Sale or (y) with respect to any ABL Priority Collateral (as defined in the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such timeABL Intercreditor Agreement)), the Borrower Credit Parties 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 such Net Cash Proceeds (Asset Dispositions); (ii) receipt by any Credit Party or Subsidiary or Administrative Agent of any Net Proceeds (Loss) (other than any such Net Proceeds (Loss) received with respect to any ABL Priority Collateral (as set forth defined in clause the ABL Intercreditor Agreement)), Credit Parties shall prepay the Term Loans in an amount equal to one hundred percent (d100%) below. of such Net Proceeds (cLoss); (iii) Notwithstanding clause receipt by any Credit Party or Subsidiary of any Net Proceeds (bDebt), Credit Parties shall prepay the Term Loans, in an amount equal to one hundred percent (100%) aboveof the Net Proceeds (Debt) and (iv) receipt by any Credit Party or Subsidiary of any Extraordinary Receipts (other than any such Extraordinary Receipts received with respect to any ABL Priority Collateral (as defined in the ABL Intercreditor Agreement)), as Credit Parties shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts; provided that in the case of any Net Proceeds (Asset Dispositions), Net Proceeds (Loss) or Extraordinary Receipts so long as (1) no Default or Event of Default shall have occurred and is continuing or would result therefrom, and (2) a Credit Party or Subsidiary reinvests the Net Proceeds (Asset Dispositions), Net Proceeds (Loss) or Extraordinary Receipts or a portion thereof in assets useful for the business of a Credit Party within one hundred eighty (180) days after the initial receipt of such monies, or commits to reinvests the Net Proceeds (Asset Dispositions), Net Proceeds (Loss) or Extraordinary Receipts or a portion thereof in assets useful for the business of a Credit Party within one hundred eighty (180) days after the initial receipt of such monies and actually completes the reinvestment within one (1) year after the initial receipt of such monies, then the Credit Parties shall have the option to apply such monies to the reinvestment in such assets, unless and to the extent that such applicable period shall have expired without such commitment or reinvestment being made or completed, in which case, any amounts not reinvested shall be continuing on the date applied to repayment in accordance with this Section 5.2(c); provided that if such Net Cash Proceeds (Asset Dispositions), Net Proceeds (Loss) or Extraordinary Receipts are received by any Loan PartyCredit Party or Subsidiary from any Asset Disposition or Loss, 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 as applicable, 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 Term Priority 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 Partiesthen, in each case, having the priority described commitment to reinvest and/or the actual reinvestment of such Net Proceeds (Asset Dispositions) or Net Proceeds (Loss), as applicable, shall be in assets that are Term Priority Collateral; provided, further that the foregoing reinvestment right shall not be available with respect to any sale-leaseback transaction that is subject to a Net Proceeds (Asset Disposition) prepayment pursuant to this Section 4.20 5.2(d) (the proceeds of this Agreement and which shall be immediately applied to repay the Collateral Documents Term Loans (buttogether with any Prepayment Premium)). If the Credit Parties elect to reinvest such Net Proceeds (Asset Dispositions), Net Proceeds (Loss) or Extraordinary Receipts, then, in the case of a Permitted Acquisitioneach case, only subject to the extent required by clause ABL Intercreditor Agreement, such Net Proceeds (vAsset Dispositions), Net Proceeds (Loss) and/or Extraordinary Receipts, as applicable, shall be deposited in the Collection Account until completion of the definition thereofreinvestment as contemplated by this Section 5.2(c) or the application of such repayment in accordance with Section 5.2(h); 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. i. Co-Borrowers shall prepay the Term Loans as follows (aeach, a “Mandatory Prepayment”): (A) [Intentionally Omittedreserved].; (bB) Subject on each Quarterly Payment Date occurring on and after the last day of the first quarter after the Term Conversion Date, in an amount necessary to clause cause the outstanding principal amount of the Loans to equal the Target Debt Balance for such Quarterly Payment Date, which amount shall in no event exceed 100% of Excess Cash Flow remaining on deposit in the Revenue Account as of such Quarterly Payment Date (cthe “Target Debt Balance Excess Cash Flow Sweep”); (C) below, upon not later than ten Banking Days following the receipt by any Loan Borrower Party of Net Cash Proceeds the proceeds of any conveyance, sale, lease, transfer or other disposition of assets or property other than pursuant to Section 6.4(a) through (but only if at g) (each, a “Disposition”) exceeding $2,000,000, in the time of such receipt the Available Credit is less than 25% of the Aggregate Borrowing Limit at such time)aggregate, the Borrower Co-Borrowers shall within one Business Day after such receipt prepay the Loans then outstanding (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) belowtogether with accrued and unpaid interest, accrued and unpaid fees and the applicable Call Premium on the Term Loans) in an amount equal to 100% of the Net Cash Proceeds in excess of $2,000,000 applicable to such Disposition; provided that, if the Co-Borrowers notify the Administrative Agent in writing of their intention to reinvest such Net Cash Proceeds in assets necessary or useful for the business of the Project (excluding, for the avoidance of doubt, assets that would be reflected 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 “current assets” on the date Net Cash Proceeds are received by any Loan Partybalance sheet, which will be pledged as Collateral hereunder) pursuant to a transaction not prohibited under this Agreement, then the Borrower Co-Borrowers shall not be required to so apply an amount equal to Net Cash Proceeds arising from a Reinvestment Event make such prepayment 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 andare so reinvested within 12 months following receipt thereof; provided, pending application further that, to the extent such Net Cash Proceeds have not been so reinvested prior to the expiration of the foregoing 12-month period, the Co-Borrowers shall prepay the Loans upon the expiration of such proceeds, the Borrower has either (i) paid period in an amount equal to such Net Cash Proceeds; provided that such prepayment shall include the applicable Call Premium; (D) within ten Banking Days of receipt thereof by any Borrower Party, the Co-Borrowers shall prepay the Loans then outstanding (together with accrued and unpaid interest, accrued and unpaid fees and the applicable Call Premium on the Term Loans) in an amount equal to 100% of the cash proceeds from the incurrence or issuance received by any Borrower Party of any Debt other than Permitted Debt, net of all Taxes and reasonable and customary fees, underwriting discounts, commissions, costs and other expenses, in each case actually incurred by the applicable Co-Borrower in connection with such issuance or incurrence; provided that such prepayment shall include the applicable Call Premium; (E) within five Banking Days of receipt by any Borrower Party of the proceeds of any Project Document Claim, the Co-Borrowers shall prepay the Loans then outstanding (together with accrued and unpaid interest and accrued and unpaid fees on such Loans) in an aggregate amount equal to 100% of the Net Cash Proceeds of such Project Document Claim; (F) within five Banking Days of receipt by any Borrower Party of any (i) Termination Payment or series of related Termination Payments exceeding $2,000,000, or (ii) any Project Document Termination Payment, the Co-Borrowers shall prepay the Loans then outstanding (together with accrued and unpaid interest and accrued and unpaid fees on such Loans) in an aggregate amount equal to 100% of the Administrative Agent Net Cash Proceeds of such Termination Payment in excess of $2,000,000 or Project Document Termination Payment; provided that, with respect to be held any Termination Payment (but, for the avoidance of doubt, not any Project Document Termination Payment) exceeding $2,000,000 received by the Co-Borrowers pursuant to and following the termination of any Permitted Commodity Hedge Agreement, if the Co-Borrowers notify the Administrative Agent in writing of their intention to enter into a Cash Collateral Account designated by replacement Permitted Commodity Hedge Agreement pursuant to a transaction not prohibited under this Agreement, the Administrative Agent or (ii) applied an amount equal Co-Borrowers shall not be required to make 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 prepayment to the extent that Revolving Loans up to the amount of such Net Cash Proceeds are actually used within 90 days from receipt of such Termination Payment to replace such terminated Permitted Commodity Hedge Agreement with a replacement agreement substantially similar to or on terms more economically favorable to the applicable Co-Borrower than the Permitted Commodity Hedge Agreement it replaces and substantially similar to or on more favorable non-economic terms (taken as set forth in a whole) than the Reinvestment Notice with respect theretoPermitted Commodity Hedge Agreement it replaces; provided, howeverfurther, that if the applicable Co-Borrower has not entered into such a replacement contract with respect to such Permitted Commodity Hedge Agreement within such 90-day period, the Co-Borrowers shall prepay the Loans then outstanding in an aggregate amount equal to 100% of the Net Cash Proceeds of such Termination Payment in excess of $2,000,000; (G) as, when and to the extent any asset subject to such Asset Sale or Property Loss Event constituted Collateralcontemplated by Sections 3.9(b)(ii), any replacement3.9(b)(iii), fixed or alternative assets acquired with Net Cash Proceeds shall3.9(b)(v), upon acquisition thereof by a Warnaco Entity, be subject to a perfected Lien in favor 3.9(c)(ii) and 3.11(b)(i) of the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 Depositary Agreement or any other applicable provision of this Agreement or any other Credit Document; and (H) on the Term Conversion Date, the Co-Borrowers shall prepay the Term Loans then outstanding (together with accrued and unpaid interest, and accrued and unpaid fees on such Term Loans) in an amount equal to the lesser of (x) the amount necessary to cause the Debt to Capitalization Ratio on such date to equal 0.75:1.00 and (y) the aggregate amount then remaining on deposit in the Construction Account. Each such prepayment shall (i) be reduced on a dollar-for-dollar basis by the amounts prepaid pursuant to the corresponding prepayment provisions in the First Lien Credit Agreement and (ii) be applied on a pro rata basis to the outstanding Term Loans, together with accrued and unpaid interest payable in connection with such prepayment, and together with any applicable Call Premium in connection with such prepayment. ii. Co-Borrowers shall give Administrative Agent written notice of prepayment under Section 2.1.9(c)(i) not less than five Banking Days prior to such prepayment date. Each such notice shall specify such prepayment date, the aggregate principal amount of the Loans to be prepaid on such prepayment date and the Collateral Documents (butinterest to be paid on such prepayment date with respect to such principal amount being prepaid, in the case and, if applicable, shall be accompanied by a certificate of a Permitted Acquisition, only Responsible Officer as to the extent required by clause estimated Call Premium due in connection with such prepayment (vcalculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. The Administrative Agent will promptly notify each Lender of the contents of the Co-Borrowers’ prepayment notice and of such Lender’s pro rata share of the prepayment. Each Lender may reject all or a portion of its pro rata share of any Mandatory Prepayment (such declined amounts, the “Declined Proceeds”) of the definition thereof); provided furtherTerm Loans required to be made pursuant to Section 2.1.9(c)(i)(C) or Section 2.1.9(c)(i)(D) by providing written notice (each, however, in the event an Event of Default has occurred and is continuing after the provisions in this clause (ca “Rejection Notice”) become operative, to the Administrative Agent may, or and the Co-Borrowers no later than 5:00 p.m. (New York City time) three Banking Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall at specify the direction principal amount of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred mandatory prepayment of Term Loans to above be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Obligations. (d) Subject Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds shall be first offered to the provisions of clause (c) above applicable Lenders that have not submitted a Rejection Notice, and Sectionany remaining Declined Proceeds shall be deposited into the Revenue Account.

Mandatory Prepayments. (ai) [Intentionally OmittedReserved]. (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 in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds, in each case, in excess of the time greater of such receipt the Available Credit is less than 25$10,000,000 and 10% of Consolidated Adjusted EBITDA as of the Aggregate Borrowing Limit at such time)last day of the most recently ended Test Period (the “De Minimis Proceeds Threshold”) in any Fiscal Year, the Borrower shall within one Business Day after such receipt prepay the Loans apply (or provide cash collateral in respect of Letters of Credit as set forth in clause (dcause to be applied) below) in an amount equal to 100% of such Net Proceeds of such Prepayment Asset Sale or Net Insurance/Condemnation Proceeds received with respect thereto in excess of the De Minimis Proceeds Threshold (collectively, the “Subject Proceeds”) to prepay the outstanding principal amount of, and accrued interest on, the Initial Term Loans and Additional Term Loans then subject to ratable prepayment requirements (the “Subject Loans”) in accordance with clause (vi) below; provided, that: (A) it is understood that only the amount in excess of the De Minimis Proceeds Threshold shall be required to be applied to make a prepayment in accordance with this Section 2.11(b)(ii); (B) if prior to the date on which any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intention to reinvest the applicable Subject Proceeds in the business of the Borrower and/or any Restricted Subsidiary (other than an investment in Cash or Cash Equivalents), then the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the applicable Subject Proceeds to the extent (1) the applicable Subject Proceeds are so reinvested within 18 months following receipt thereof, or (2) the Borrower or any Restricted Subsidiary has committed to so reinvest the applicable Subject Proceeds during such 18 month period and the applicable Subject Proceeds are so reinvested within six months after the expiration of such 18 month period or (3) the Borrower or any Restricted Subsidiary has committed to so reinvest the applicable Subject Proceeds during such 18 month period and such commitment is terminated and a new commitment is made within the six months after the expiration of such 18 month period and the application Proceeds are so reinvested within three months after the expiration of such 24 month period; it being understood that if the applicable 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 applicable Subject 9090 WXXX:\98093729\19\40590.0004 Proceeds not so reinvested as set forth above (without regard to the immediately preceding proviso); and (C) if, at the time that any such prepayment would be required hereunder, the Borrower or any of its Restricted Subsidiaries is required to repay or repurchase any other First Lien Debt pursuant to the terms of the documentation governing such Indebtedness (such Indebtedness required to be so prepaid or offered to be so repurchased, “Other Applicable Indebtedness”) (or offer to repurchase such Other Applicable Indebtedness), then the relevant Person may apply the Subject 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 Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Proceeds that is 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 or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with the terms hereof and any other relevant Other Applicable Indebtedness with a corresponding requirement on a pro rata basis (determined in a manner consistent with that set forth in this clause (d) below. (c) Notwithstanding C); it being understood and agreed that if any Term Lender or holder of such Other Applicable Indebtedness declines any prepayment contemplated by clause (b2) 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 subsequently offer the amount equal of the relevant declined prepayment to any Term Lender or any holder of Other Applicable Indebtedness. (iii) In the event that the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds arising from a Reinvestment Event 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 that the relevant Indebtedness constitutes (A) Refinancing Indebtedness (including Replacement Debt) incurred to refinance all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 or a portion of any Class of Term Loans pursuant to Section 6.01(p), (B) Incremental Loans incurred 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 reliance 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 (vb) 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, “Incremental Cap” to refinance all or shall at the direction a portion of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred any Class of Term Loans pursuant to above to the Obligations. (d) Subject to the provisions of clause (c) above and SectionSection 2.22,

Mandatory Prepayments. The Borrower shall make prepayments of the outstanding amount of the Term Loan (ain addition to the scheduled principal installments) [Intentionally Omitted]. upon not less than one Business Day's prior notice to the Agent, in amounts equal to either or both of the following: (bi) Subject 75% of Excess Cash Flow of the Borrower for any fiscal year ending December 31, 2001 or thereafter, minus the aggregate principal amount of all voluntary prepayments of the Term Loan made during such fiscal year; (ii) 100% of the Net Sales Proceeds received by the Borrower or any Subsidiary from Asset Sales permitted by this Agreement or (if not permitted by this Agreement) consented to by the Agent and the Required Lenders; and (iii) to the extent of any outstanding principal on Term Loan Two, 100% of the Net Equity Proceeds received by the Borrower or any Subsidiary from Equity Issuances. In the case of clause (c) belowi), upon the prepayment shall be made within 10 days after the Agent's receipt by of the annual audited financial statements of the Borrower, but in no event later than 130 days after the end of each fiscal year of the Borrower; provided that no such prepayment based on the Excess Cash Flow of the Borrower for any Loan Party fiscal year shall be required if the Leverage Ratio as of Net Cash Proceeds (but only if at the time end of such receipt the Available Credit fiscal year is less than 25% 2.75 to 1.00. In the case of the Aggregate Borrowing Limit at such timeclause (ii) and clause (iii), the Borrower prepayment shall within one Business Day be made not later than 30 days after such receipt prepay the Loans (consummation of the Asset Sale or provide cash collateral Equity Issuance, as applicable. Once Term Loan Two is repaid in respect of Letters of Credit as set forth in full, clause (diii) below) in an amount equal to 100% shall no longer apply. If such prepayment constitutes a repayment of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) above, as long as no Event a Eurodollar Advance on a date which is not the last day of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Partya Eurodollar Interest Period, the Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from pay any amounts that would otherwise be due under this Agreement (including without limitation, Section 3.4) for the repayment of a Reinvestment Event Eurodollar Rate Advance prior 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 last day of the receipt of Eurodollar Interest Period. Any such Net Cash Proceeds by a mandatory prepayment shall be applied first to the principal installments payable on Term Loan Party Two (until Term Loan Two is repaid in full) and, pending application of such proceedsif applicable, the Borrower has either (i) paid an amount equal to such Net Cash Proceeds then 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 principal installments payable 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 PartiesTerm Loan One, in each case, having the priority described in Section 4.20 of this Agreement and the Collateral Documents (but, case in the case inverse order 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 Obligationsmaturity. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally OmittedReserved]. (bii) Subject From and after the Amendment No. 2 Effective Date and solely during a Secured Covenant Period, if the Lead Borrower or any Restricted Subsidiary shall at any time or from time to clause time make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $15.0 million in a single transaction or in a series of related transactions or $25.0 million in the aggregate for all such Dispositions or Events of Loss during such fiscal year, then promptly and in any event within five (c5) below, upon Business Days of receipt by any Loan Party the Borrower or the Restricted Subsidiary of the Net Cash Proceeds of such Disposition or such Event of Loss, the Lead Borrower shall prepay the Term Loans, in an aggregate amount equal to 100.00% of the amount of all such Net Cash Proceeds in excess of the amount specified above; provided that, in the case of each Disposition and Event of Loss, if the Lead Borrower or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the applicable Disposition or receipt of Net Cash Proceeds (but only if at the time from an Event 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 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 thereof in clause (d) below. (c) Notwithstanding clause (b) aboveassets used or useful in the operations of the Lead Borrower or its Subsidiaries, as long as no Event of Default shall have occurred or be continuing on then the date Net Cash Proceeds are received by any Loan Party, the Lead Borrower shall not be required to so apply an amount equal to Net Cash Proceeds arising from make a Reinvestment Event to the extent that all Net Cash Proceeds from all Reinvestment Events do not exceed $50,000,000 (mandatory prepayment under this Section 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 respect 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 extent such Net Cash Proceeds in repayment of are actually invested or reinvested within such twelve-month period, or 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 Lead Borrower or a Restricted Subsidiary has committed to so invest or reinvest such Net Cash Proceeds during such twelve-month period and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Net Cash Proceeds have not been so invested or earlier reinvested prior to the extent that Revolving expiration of the applicable period, the Borrower shall promptly prepay the Term Loans up to in the amount of such Net Cash Proceeds are used as set forth in excess of the Reinvestment Notice with respect theretoamount specified above not so invested or reinvested; provided, howeverfurther, that if, at the time that any such prepayment would be required hereunder, the Lead Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Cash Proceeds (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Lead Borrower may apply such Net Cash Proceeds on a pro rata basis to the prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof), and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly; provided, further, that to the extent any asset subject the holders of the Other Applicable Indebtedness decline to have such Asset Sale Indebtedness prepaid or Property Loss Event constituted Collateralrepurchased, any replacementthe declined amount shall promptly be applied to prepay the Term Loans in accordance with the terms hereof. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class pro rata, fixed or alternative assets acquired with Net Cash Proceeds until paid in full. (iii) [Reserved]. (iv) [Reserved]. (v) The Borrowers shall, upon acquisition thereof on each date the Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the L/C Issuers) outstanding Letters of Credit by a Warnaco Entitythe amount, be subject if any, necessary to a perfected Lien in favor reduce the sum of the Collateral Agent, for aggregate principal amount of Revolving Loans and L/C Obligations then outstanding to the benefit amount to which the Revolving Credit Commitments have been so reduced. Each prefunding of L/C Obligations that the Borrowers choose to make to the Administrative Agent as a result of the Secured Parties, in each case, having the priority described in Section 4.20 application of this Agreement and the Collateral Documents (but, in the case of a Permitted Acquisition, only to the extent required by clause (v) by the deposit of cash or Cash Equivalents with the Administrative Agent shall be made in accordance with Section 7.4. (vi) Notwithstanding any provision under this Section 2.8(c) to the contrary, (A) any amounts that would otherwise be required to be paid by the Lead Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Disposition is consummated by a Foreign Subsidiary, such Net Cash Proceeds in respect of any Event of Loss are received by a Foreign Subsidiary or such Indebtedness is incurred by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any Applicable Laws (including any such laws with respect to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the definition thereofdirectors of the relevant Subsidiaries) and (B) if the Lead Borrower determines in good faith that the repatriating of any amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any withholding tax) (such amount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Lead Borrower shall be required to mandatorily prepay pursuant to Section 2.8(c)(ii) shall be reduced by the Restricted Asset Sale Amount until such time as it may repatriate such Restricted Asset Sale Amount without incurring such tax liability. (vii) Notwithstanding the foregoing, each Term A-2 Lender and Term A-3 Lender shall have the right to reject its applicable Term Loan Percentage of any mandatory prepayment of the Term Loans pursuant to Section 2.8(c)(ii) above (each such Lender, a “Rejecting Lender”); provided furtherthat any amount rejected by a Rejecting Lender may be retained by the Borrower (the aggregate amount of such proceeds so rejected as of any date of determination, howeverthe “Declined Proceeds”). (viii) Unless the applicable Borrower otherwise directs, prepayments of Revolving Loans under this Section 2.8(c) shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Term Benchmark Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 2.8(c) shall be made by the payment of the principal amount to be prepaid together with any amounts due the Lenders under Section 8.1. Except as otherwise provided in Section 2.8(c)(ii), mandatory prepayments of the Term Loans shall be applied to each Class of Term Loans on a pro rata basis and applied to the installments thereof as directed by the Lead Borrower, or if not so specified before the date of required payment, in the event an Event direct order 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 maturity other than with respect to that portion of the Requisite Lenders, apply all amounts in the Cash Collateral Account referred to above to the Obligationsany installment held by a Rejecting Lender. (d) Subject to the provisions of clause (c) above and Section

Mandatory Prepayments. (ai) [Intentionally Omitted]. (b) Subject to clause (c) below, upon receipt by If for any Loan Party of Net Cash Proceeds (but only if reason the Total Outstandings at the any time of such receipt the Available Credit is less than 25% of exceed the Aggregate Borrowing Limit at such time)Commitments then in effect, the Borrower shall within one Business Day after such receipt immediately prepay Loans and/or Cash Collateralize the Loans (or provide cash collateral in respect of Letters of Credit as set forth in clause (d) below) L/C Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds as set forth in clause (d) below. (c) Notwithstanding clause (b) aboveexcess; provided, as long as no Event of Default shall have occurred or be continuing on the date Net Cash Proceeds are received by any Loan Partyhowever, that the Borrower shall not be required to so apply an Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (ii) If, the Parent, the Borrower or any Subsidiary of the Parent or the Borrower makes any Disposition of assets (other than (i) a Disposition permitted by subsections (a) through (f) of Section 7.04, (ii) Dispositions resulting in gross proceeds of $25,000,000 or less, and (iii) Dispositions by Excluded Non-Wholly Owned Subsidiaries), then the Borrower shall make a mandatory prepayment of the Loans in the amount equal to of the Net Cash Proceeds arising from a of such Disposition if the Consolidated Leverage Ratio is greater than 5.00 to 1.00 at the end of the Reinvestment Event Period (as defined below); provided that, notwithstanding the foregoing, this requirement for mandatory prepayment shall be reduced 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 (Borrower, any Guarantor 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 Subsidiary reinvests such Net Cash Proceeds by making a Loan Party and, pending application Permitted Acquisition during the first 12 months after the date of consummation of such proceedsDisposition (the “Start Date”) (such 12 month period after the Start Date herein referred to as the “Reinvestment Period”), the Borrower has either (iso long as no payment Default under Section 8.01(a) 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 Event of Default exists as 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 Start Date or at any time during the Reinvestment Prepayment Date applicable to Period. If any such Net Cash Proceeds payment Default under Section 8.01(a) or earlier to Event of Default exists at any time during the extent that Revolving Loans up to the amount Reinvestment Period or if all of such Net Cash Proceeds are used as set forth in not so reinvested during the Reinvestment Notice with respect thereto; providedPeriod, howeverthen the Borrower shall make a mandatory prepayment of the Loans promptly following the occurrence of such payment Default under Section 8.01(a) or Event of Default or the end of the Reinvestment Period, that whichever is earlier, in an amount equal 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 of such Disposition less any amounts reinvested during the Reinvestment Period in favor of accordance with the Collateral Agent, for the benefit of the Secured Parties, in each case, having the priority described in Section 4.20 terms of this Agreement provision and the Collateral Documents (but, in the case other terms of a Permitted Acquisition, only to the extent this Agreement. Together with any prepayment required by clause (v) of this Section 2.04(b)(ii), 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, Borrower shall deliver to the Administrative Agent may, or shall at the direction a certificate of the Requisite Lenders, apply all amounts Borrower setting forth the calculation of the Net Cash Proceeds of such Disposition. Nothing in the Cash Collateral Account referred this Section 2.04(b)(ii) shall be deemed to above to the Obligationspermit any Disposition not otherwise permitted under this Agreement. (d) Subject to the provisions of clause (c) above and Section