Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. Borrower shall use to prepay the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment).

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of One Hundred Fifty Thousand Dollars ($150,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) and resulting in net cash proceeds received from in excess of One Hundred Thousand Dollars ($100,000) an amount equal to one hundred percent (100%) of the exercise net cash proceeds of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of equal or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Credit Facility is accelerated during the continuance of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) within three (3) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Two Million Dollars ($2,000,000) for personal property or real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT have the option of applying the proceeds of any casualty policy up to Two Million Dollars (HII Technologies – Credit Agreement$2,000,000) for (w) in the transfer of assets aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replacement or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale Lenders have been granted a first priority security interest (subject only to Permitted Liens that may have priority by operation of applicable Law or discount by the terms of accounts receivable arising in a written intercreditor or subordination agreement entered into by Agent), (b) after the ordinary course occurrence and during the continuance of business in connection with a Default or Event of Default, all proceeds payable under such casualty policy shall, at the compromise or collection thereof (other than under option of Agent, be payable to Agent, for the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If the Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letter by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facility in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000), in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of property, repayment of any capital raised through permitted purchase money debt encumbering the issuance property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1, except for Transfers permitted under Section 7.1(k)) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan Obligations; provided that the Applicable Prepayment Fee shall not be applicable for any prepayment in connection with the events described in the inverse order of maturityforegoing clause (A). Notwithstanding the foregoing, (i) (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets to applying the proceeds of any Borrower casualty policy, toward the replacement or Guarantor to any other Borrower repair of destroyed or Guarantordamaged property; provided that (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to replaced or repaired property shall be disposed of exceeds $75,000equal or like value as the replaced or repaired Collateral, the Majority Lenders shall have first consented to such disposition; (y) the sale any such replaced or discount of accounts receivable arising repaired property shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; which Agent and Lenders have been granted a first priority security interest and (z) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the May 2015 Equity Raise receipt of such proceeds, and (except as set forth in Section 2.02 b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations and (ii) (a) so long as no Default or Event of Default has occurred and is continuing, Borrower shall have the option of reinvesting the proceeds of any Transfers permitted by Section 7.1(k) in assets used or useful in the Borrower’s business; provided that (x) any such assets shall be deemed Collateral in which Agent and Lenders have been granted a first priority security interest and (y) such reinvestment shall be made (or a binding commitment to make such reinvestment shall have been entered into) within one year after the receipt of such proceeds, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds from such Transfers shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred Thousand Dollars ($100,000) for personal property, or in excess of Two Hundred Thousand Dollars ($200,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out-of-pocket expenses, transfer or other income taxes incurred and payable as a result of such disposition, reasonable out-of-pocket professional fees, and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations; and (C) upon receipt of any cash proceeds by a Credit Party from the sale of any TherapeuticsMD Warrant (or any portion thereof) or the sale of any equity interests received from as a result of the exercise of outstanding warrants or any issuance the TherapeuticsMD Warrants following the Closing Date, an amount equal to twenty percent (20%) of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order net cash proceeds of maturitysuch sale (net of out-of-pocket expenses and reasonable out-of-pocket professional fees incurred as a result of such sale). Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $300,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales or dispositions shall be productive assets of assets the proceeds of which are reinvested into like-kind assets general type used in the business of Borrower or Guarantors within 60 days after such assets are sold the Borrowers and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee, or and (iv) thirtyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-three Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $100,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of equal or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If any Loan Party or any Subsidiary receives Net Cash Proceeds from any Disposition or Extraordinary Receipt or Net Casualty Proceeds, the Borrower shall use notify the Lenders and the Agent in writing thereof. Unless the Required Lenders have sent written notice to the Borrower, by the third Business Day after the date on which the applicable Loan Party or Subsidiary received such proceeds, the Borrower shall prepay the outstanding principal Obligations within five Business Days after such receipt in an amount equal to 100% of such Net Cash Proceeds from any Disposition or Extraordinary Receipt or Net Casualty Proceeds (or such lesser amount as the Required Lenders may specify) (together with payment to the Agent, for the benefit of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costsLenders, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable amounts described in Section 2.12.2); provided, however, that the Loan Parties may, in lieu of such prepayment, retain a portion of such Net Casualty Proceeds and Net Cash Proceeds from Extraordinary Receipts (but not, for clarity, Net Cash Proceeds from Dispositions) in an aggregate amount not to Borrowerexceed $250,000 in any Fiscal Year and $750,000 in any period of three consecutive Fiscal Years, any Guarantorso long as such Net Casualty Proceeds and Net Cash Proceeds from Extraordinary Receipts (y) are used to repair or replace the assets damaged, any Subsidiary destroyed or any Affiliate condemned with like or similar assets of any of the foregoingsubstantially equal or better value or utility or are otherwise reinvested in assets (other than inventory (raw or finished goods)) of (i) any disposition of all then used or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets usable in the business of Borrower the Loan Parties, in each case, within 180 days (or Guarantors within 60 days after such assets are sold and to longer period of time as the extent that the current market value of any Required Lenders shall approve in their sole discretion, such asset approval not to be disposed unreasonably withheld as long as the Borrower is and has been diligently working to repair or replace the damaged asset but not longer than an additional 180 days) of exceeds $75,000receipt of such proceeds, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) are utilized by the May 2015 Equity Raise (except as set forth in Section 2.02 of Loan Parties for purposes that are not inconsistent with this Agreement and the Third Amendment)other Loan Documents.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred and Fifty Thousand Dollars ($150,000) for property (including real property), in respect of assets upon which Agent has been granted a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) within five (5) Business Days of receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets applying the proceeds of which are reinvested into like-kind assets any casualty policy up to $5,000,000 in the business aggregate with respect to any property loss or series of Borrower related property losses toward the replacement or Guarantors within 60 days after such assets are sold and to repair of destroyed or damaged property; provided that (I) without limiting the extent that the current market value of foregoing, any such asset to be disposed proceeds of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business a casualty policy received in connection with the compromise Owned Real Property shall be applied toward replacement and repair of destroyed or collection thereof damaged property solely to the extent permitted by the Mortgage (other than under the Account Purchase Credit Agreementincluding any applicable dollar caps set forth therein); provided, that in no event shall such amount exceed $100,000; and (zII) any such replaced or repaired property (x) shall be of greater, equal, or like value as the May 2015 Equity Raise replaced or repaired Collateral and (except as set forth y) shall be deemed Collateral in Section 2.02 which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment).Lenders, on account of the Obligations. Midcap / MannKind / Credit and Security Agreement

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of One Hundred and Fifty Thousand Dollars ($150,000) for property (including real property), in respect of assets upon which Agent has been granted a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) within five (5) Business Days of receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets applying the proceeds of which are reinvested into like-kind assets any casualty policy up to $5,000,000 in the business aggregate with respect to any property loss or series of Borrower related property losses toward the replacement or Guarantors within 60 days after such assets are sold and to repair of destroyed or damaged property; provided that (I) without limiting the extent that the current market value of foregoing, any such asset to be disposed proceeds of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business a casualty policy received in connection with the compromise Owned Real Property shall be applied toward replacement and repair of destroyed or collection thereof damaged property solely to the extent permitted by the Mortgage (other than under the Account Purchase Credit Agreementincluding any applicable dollar caps set forth therein); provided, that in no event shall such amount exceed $100,000; and (zII) any such replaced or repaired property (x) shall be of greater, equal, or like value as the May 2015 Equity Raise replaced or repaired Collateral and (except as set forth y) shall be deemed Collateral in Section 2.02 which Agent and the Lenders have been granted a first priority security interest, and (b) after the occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. (a) If the Borrower shall use to prepay the outstanding principal of the Term Loan all net proceeds (taking into account receives any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable Net Proceeds in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) respect of (i) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of all any property or asset of the Borrower or any part Restricted Subsidiary resulting in proceeds in excess of its assets permitted hereunder$250,000.00, (ii) any Debt permitted to be incurred hereundercasualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary resulting in proceeds in excess of $250,000.00, (iii) the incurrence by the Borrower or any insurance claim, Restricted Subsidiary of any indebtedness for borrowed money (other than under this Agreement) or (iv) thirty-three percent the issuance by the Borrower or any Restricted Subsidiary of shares of its capital stock or other equity ownership interests, the Borrower shall prepay, within five Business Days after such Net Proceeds are received, the principal amount of Loans outstanding in an aggregate principal amount equal to the lesser of (33%A) 100% of such Net Proceeds and (B) the aggregate outstanding principal amount of the Loans; provided that in the case of any capital raised through prepayment arising from (x) any sale, transfer or other disposition of any property or assets in which the issuance aggregate Net Proceeds received by the Borrower and the Restricted Subsidiaries in the then-current fiscal year exceed $250,000.00 or (y) any casualty to or condemnation of equity any property or cash proceeds received from assets, if the exercise Borrower shall deliver to the Lender a certificate of outstanding warrants an officer of the Borrower to the effect that the Borrower or any issuance Restricted Subsidiary intends to apply the Net Proceeds from such event, within 180 days after receipt of equity such Net Proceeds, to acquire real property, equipment or options other tangible assets to employeesbe used in the business of the Borrower or any Restricted Subsidiary or, consultants officers in the case of insurance or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied condemnation proceeds, to the Term Loan repair or replacement of the property insured, and in the inverse order each case certifying that no Event of maturity. Notwithstanding the foregoingDefault has occurred and is continuing, then no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer pursuant to this paragraph in respect of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and event except to the extent that the current market value of any Net Proceeds therefrom that have not been so applied by the end of such asset 180-day period, at which time a prepayment shall be required in an amount equal to be disposed of exceeds $75,000, the Majority Lenders shall Net Proceeds that have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment)not been so applied.

Mandatory Prepayment. Borrower shall use Subject to prepay the outstanding principal third sentence of the Term Loan all net proceeds (taking into account any underwriting discounts this Section 2(c), if United sells, directly or commissions and other reasonable transaction costsindirectly, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition New UPC Common Stock or assets sold by UPC to United, the purchase of all which New UPC Common Stock or assets was taken into account for purposes of calculating the Deferral Amount (any part of its assets permitted hereundersuch New UPC Common Stock or assets, "DEFERRAL AMOUNT PROPERTY") or (ii) any Debt permitted to be incurred hereunder, Non-Cash Consideration (iiias defined below) any insurance claim, that (A) constitutes proceeds (in one transaction or (iv) thirty-three percent (33%a series of transactions) of Deferral Amount Property and (B) was received in a Qualifying Sale (as defined below) (any capital raised through such Non-Cash Consideration, "QUALIFYING Proceeds"), United shall, within two Business Days following such sale, make a prepayment of the issuance Notes in an amount equal to the net proceeds of equity or such sale. For purposes of calculating the amount of such net proceeds, if any consideration received in such sale consists of consideration other than cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) such consideration shall be applied to valued at its fair market value at the Term Loan time of the consummation of such sale. If a sale of Deferral Amount Property or Qualifying Proceeds has been approved by the required vote of the Board of Directors of United and the affirmative vote of a majority of the Class C Directors (as defined in the inverse order Restated Certificate of maturity. Notwithstanding Incorporation of United) or, if there are no Class C Directors at the foregoingtime of such approval, no prepayment of the Liberty Directors (as defined in the Standstill Agreement, dated January 30, 2002, among United, Liberty, Liberty Global, Inc. and Liberty UCOMA, LLC) (such a sale, a "QUALIFYING SALE"), United shall not be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) to make such a prepayment of the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and Notes to the extent that the current market value consideration received in such Qualifying Sale consists of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (consideration other than under cash or Cash Equivalents ("NON-CASH CONSIDERATION"). Any prepayments pursuant to this Section 2(c) shall be credited first toward interest then accrued on the Account Purchase Credit Agreement); providedNotes and the remainder, that in no event if any, shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment)be credited toward principal.

Mandatory Prepayment. Borrower shall use to prepay the outstanding principal of the Term If any Loan all Party receives any net cash proceeds (taking into account any underwriting discounts 1) during the Waiver Period or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable (2) in connection therewithwith any Disposition (as defined below) entered into, excluding any of committed to or consummated prior to or during the foregoing payable to BorrowerWaiver Period, any Guarantorin each case, any Subsidiary or any Affiliate of any of the foregoing) of from (i) any sale or other disposition of all or any part of its assets permitted hereundernotes receivable or accounts receivable made in accordance with Section 9.10 of the Credit Agreement, (ii) the consummation, whether in a single transaction or a series of transactions, of any Debt sale, assignment, farm-out, conveyance or other transfer of any Property made in accordance with Section 9.12 of the Credit Agreement (other than to the extent permitted to be incurred hereunder, by clause (a) of Section 9.12 of the Credit Agreement) or (iii) any insurance claim, or Swap Liquidation in respect of commodities made in accordance with clause (iv) thirty-three percent (33%d) of Section 9.18 of the Credit Agreement (other than any capital raised through Swap Liquidation (including in respect of the issuance Liquidation of equity or cash proceeds received from any transaction thereunder) of the exercise of outstanding warrants or any issuance of equity or options to employeesSwap Agreement between the Borrower and Shell Trading Risk Management LLC) (the transactions contemplated by the foregoing clauses (i), consultants officers or directors. Prepayment made pursuant to this Section 4.2(b(ii) and (iii), “Dispositions”), in each case, the Borrower shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions prepay, without duplication of assets any other prepayment required under the Credit Agreement (including in connection with any Borrowing Base Deficiency), an aggregate principal amount of outstanding Borrowings equal to 100% of such net cash proceeds immediately upon any Loan Party’s receipt of which are reinvested into like-kind assets such net cash proceeds and (y) reduce the Aggregate Elected Commitment Amounts (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) by the business amount of Borrower or Guarantors within 60 days after such assets are sold and prepayment; provided, that the foregoing shall not require any prepayment in connection with a Swap Liquidation to the extent that upon any such Liquidation, the current Liquidated Swap Agreement (or transaction thereunder) is replaced, in a substantially contemporaneous transaction, with one or more Swap Agreements or transactions with approximately the same xxxx-to-market value and without the receipt by any Loan Party of any such asset net cash proceeds as a result thereof. Notwithstanding anything to be disposed the contrary in Sections 9.10, 9.12 or 9.18 of exceeds $75,000the Credit Agreement to the contrary, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, Loan Parties agree that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 100% of the Third Amendment)aggregate consideration received in respect of any sale, disposition or Swap Liquidation permitted by such Sections shall consist of cash or Cash Equivalents. For the avoidance of doubt, prepayment obligations arising under this clause (a) shall survive in respect of any Disposition committed to or consummated during the Waiver Period for which the net cash proceeds in respect thereof are not received until after the expiration of the Waiver Period.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) for property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of equal or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. (a) Immediately upon receipt by Borrower of any Net Cash Proceeds pursuant to (and to the extent provided in) Section 7.11(a)(ii) hereof, Borrower shall use the proceeds of any such assets sales to prepay repay FIRST, such outstanding Loans (other than the Revolving Credit Loan) as Agent shall determine in its sole discretion and, SECOND, to the then outstanding principal amount of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturityRevolving Credit Loan. Notwithstanding the foregoing, no prepayment Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets not make a prepayment, with the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and asset sales under Section 7.11(a)(ii), otherwise required pursuant to this Section 2.3(a) to the extent that such prepayment is waived by Agent (at the current market value direction or with the consent of any the Required Lenders) in writing. Any prepayment with the proceeds of such asset sales pursuant to this Section 2.3(a) shall be disposed of exceeds $75,000, accompanied by all accrued and unpaid interest on the Majority Lenders shall have first consented to such dispositionprincipal amount so prepaid; (y) the sale or discount of accounts receivable arising in the ordinary course of business provided that except in connection with a prepayment in full of the compromise or collection thereof (other than under Loans, such accrued and unpaid interest in respect of the Account Purchase Credit Agreement); provided, that Series B Term Loan shall be paid in no event shall such amount exceed $100,000; and (z) kind in the May 2015 Equity Raise (except same manner as set forth provided in Section 2.02 2.7(c). Any prepayments of any Loans pursuant to this Section 2.3(a) shall be applied FIRST, to those portions of such Loans that constitute Index Rate Advances, and NEXT, to those portions of such Loans that constitute LIBOR Advances. Notwithstanding the foregoing, if any prepayment of a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the last day of the Third AmendmentInterest Period for such Advance, such prepayment shall instead be made on the last day of the Interest Period therefor (unless GE Capital otherwise directs). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any mandatory prepayments pursuant to this Section 2.3(a) would in the absence of the previous sentence result in a LIBOR Advance being prepaid prior to the last day of the Interest Period with respect thereto. Any prepayments of Revolving Credit Advances pursuant to this Section 2.3(a) shall not be available to be reborrowed, and the Maximum Revolving Credit Loan shall be permanently reduced by an amount equal to the maximum amount of proceeds of asset sales available to be applied to reduce Revolving Credit Advances pursuant to clause (a) above (even if all or a portion of such amounts available pursuant to clause (a) above shall not have been applied in prepayment of Revolving Credit Advances due to the outstanding amount of Revolving Credit Advances being less than the amount of such asset sales proceeds available pursuant to clause (a) above).

Mandatory Prepayment. Borrower shall use to prepay the outstanding principal of the Term Loan all cash net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderoutside the ordinary course of business if the cash net proceeds of such disposition exceeds $150,000, (ii) any Debt not permitted to be incurred hereunder, or (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b4.2. (b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to by any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,00050,000, the Majority Lenders Agent shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement)thereof; provided, that in no event shall such amount exceed $100,000; and (z) any reason pursuant to this Section 4.2(b) until such time as a cash payment with respect to the May 2015 event triggering such prepayment obligation has been made. Notwithstanding the foregoing, an Equity Raise shall not be subject to a mandatory prepayment under this Section 4.2. (except b) , so long as set forth in Section 2.02 no Default or Event of Default exists at the Third Amendment)time of such Equity Raise.

Mandatory Prepayment. Borrower If at any time any Loan Party shall use receive any cash proceeds from any equity issuances by such Loan Party and/or any sale of assets by such Loan Party (other than sale of Inventory in the ordinary course of business) and/or the incurrence of any Subordinated Debt and/or any Permitted Secured Mezzanine Debt by any one or more Loan Parties (in each case to prepay the outstanding principal extent any such equity issuance or sale of assets or incurrence of Subordinated Debt or Permitted Secured Mezzanine Debt is permitted under the terms of the Term Loan all net Agreement), Loan Parties shall remit to Lender one hundred percent (100%) of such cash proceeds (taking into account net of any underwriting discounts or commissions and other reasonable transaction costs, fees costs and expenses properly attributable to of such transaction payable in connection therewith, excluding any equity issuance or sale of assets or Subordinated Debt or Permitted Secured Mezzanine Debt) as a mandatory prepayment of the foregoing payable Loan or such lesser amount as may be necessary to Borrowerrepay in full all Loans outstanding under the Loan Agreement; provided, any Guarantorhowever, any Subsidiary or any Affiliate of any of the foregoing) of (i) the foregoing mandatory prepayment shall not apply to any disposition of all or any part of its assets permitted hereunder, funds provided to the Loan Parties by the Lender and (ii) the Lender may, at its option (which option shall be in the sole and absolution discretion of the Lender), waive such mandatory prepayment. Any prepayment of the Loans under this Section 2(e) shall prepay the Loans, which amounts may be re-borrowed, and all such prepayments shall include payment of accrued interest and applicable Prepayment Fee on the principal amount being prepaid; provided, however, such Prepayment Fee shall not apply to any Debt permitted to be incurred hereunder, (iiiprepayment made under this Section 2(e) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash with proceeds received resulting from the exercise of currently issued and outstanding options and warrants or from the exercise of any issuance of equity or employee stock options to employees, consultants officers or directorsbe issued in the future. Prepayment All payments made pursuant to this Section 4.2(b2(e) shall be applied to the Term Loan in the inverse order payment of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets interest before application to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment)principal.

Mandatory Prepayment. Borrower shall use to prepay (a) On any date after the outstanding principal of Closing Date such amounts are received by, or for the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costsof, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, the following amounts shall be paid to Lender in the form received with any Guarantor, any Subsidiary endorsement or any Affiliate of any of the foregoing) of assignment: (i) 100% of the Net Proceeds from the issuance of any disposition of all or any part of its assets permitted hereunder, Debt (other than Permitted Debt); (ii) 100% of the proceeds from any Debt Insurance Proceeds in respect of any casualty event affecting Collateral; provided that, subject to the draw and disbursement requirements below, so long as there is not then any Potential Default or Default under the Loan Documents, Borrower shall be permitted to use applicable Insurance Proceeds to purchase like kind replacement Collateral or repair any such Collateral affected by such casualty event of the same or substantially similar quality so that such Collateral is usable to the same extent as it was usable before suffering such casualty event, and such proceeds are used or committed to be incurred hereunderused for such purchase or repair of such Collateral within ninety (90) days after the date such proceeds are received; provided, however, that in the event that the amount of any such Insurance Proceeds in respect of any such casualty event available for any such purchase or repair exceeds $2,500,000, such Insurance Proceeds shall be held by Lender and thereafter be provided to Borrower pursuant to draw and disbursement procedures reasonably agreed to by Lender and Borrower following customary practices in the real estate lending market in the State of Texas; (iii) any insurance claim, or (iv) thirty-three percent (33%) 100% of all Eminent Domain Proceeds in respect of any capital raised through Eminent Domain Event affecting Collateral; and (iv)100% of the issuance of equity or cash proceeds received Net Proceeds from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value Disposition of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof Collateral (other than proceeds of a Disposition permitted by Section 9.4). The non-cash portion of all Net Proceeds that Lender is entitled to receive under this Section 2.4(a), shall be pledged to Lender concurrently with the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment)applicable Disposition.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirtyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-three Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets to applying the proceeds of any Borrower casualty policy toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of equal or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Two Hundred Fifty Thousand Dollars ($250,000) for personal property, or in excess of Five Hundred Thousand Dollars ($500,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars (HII Technologies – Credit Agreement$500,000) for (w) in the transfer of assets aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedLenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use upon written demand pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirtyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, upon the written demand of the Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (i) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-three Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or cash such proceeds received from the exercise of outstanding warrants or any issuance of equity or options as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order Obligations and (ii) upon receipt by any Credit Party of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets any asset disposition of personal property not made in the business Ordinary Course of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof Business (other than under the Account Purchase Credit Agreement); provided, that in no event shall such transfers permitted by Section 7.1) an amount exceed $100,000; and equal to one hundred percent (z100%) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendmentnet cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letter by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for personal property and real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of equal or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirtyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-three Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $100,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedLenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. Borrower The Loans shall use be subject to prepay mandatory prepayment, in full, upon the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate occurrence of any of the foregoing) of following events (each a “Mandatory Prepayment Event”): (i) the closing of any disposition transaction or series of all or any part of its assets permitted hereunder, related transactions which results in a Liquidity Event; (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, the consummation by Holdings of one or (iv) thirty-three percent (33%) of any capital raised through the issuance of more equity or cash debt financings after the date of this Agreement (excluding the transactions contemplated by the Equity Documents, including the Rights Offering referred to therein) that generate gross proceeds received in an aggregate amount of at least $30,000,000 (other than gross proceeds from the exercise refinancings of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and existing indebtedness to the extent that not in excess of the current market value principal amount of any such asset existing indebtedness and other than issuances of equity securities to be disposed of exceeds $75,000officers, the Majority Lenders shall have first consented to such disposition; (y) the sale directors, employees or discount of accounts receivable arising consultants in the ordinary course of business business), in connection with the compromise each case, whether in one transaction or collection thereof (other than under the Account Purchase Credit Agreement)a series of transactions; provided, that in no the event that Holdings completes an equity financing after the date hereof (and excluding the transactions contemplated by the Equity Documents) in any amount less than $30,000,000 (other than issuances of equity securities to officers, directors, employees or consultants in the ordinary course of business), the Amended Note shall be subject to partial mandatory prepayment in an amount equal to the lesser of (a) $2,000,000 or (b) the aggregate amount of the proceeds of such equity financing (“Partial Mandatory Prepayment”), it being understood and agreed that the maximum aggregate amount of Partial Mandatory Prepayments shall not exceed $100,0002,000,000; and (ziii) Borrower shall have four (4) consecutive calendar quarters in which it achieves Operating Cash Flow in an aggregate amount of at least $5,000,000 with respect to each such quarter; (iv) the May 2015 Company consummates any merger, consolidation or any other combination with another Person in which the resulting entity has an Equity Raise Value of at least $100,000,000 upon the consummation of such; or (except as set forth v) any Casualty Event with respect to any of Holdings’, Borrower’s or their respective Subsidiaries’ properties or assets in Section 2.02 an amount exceeding $100,000, or any of the Third Amendment)Cisco Products, in which case, the Loans shall be subject to mandatory prepayment on the date Holdings, Borrower or such Subsidiary receives the net proceeds therefrom, in the amount of such proceeds, unless Holdings or Borrower (or such Subsidiary) applies all or a portion of such proceeds to the repair or replacement thereof or enters into a binding agreement for the repair or replacement thereof within six months of such Casualty Event and completes such repair or replacement within one year of such Casualty Event; provided that in the case of Holdings, any such proceeds along with any asset being repaired or replaced with such proceeds shall be contributed to Borrower as common equity pursuant to the terms of this Agreement and the Guaranty executed by Holdings in connection herewith.

Mandatory Prepayment. No more than five (5) Business Days after the date of any sale, assignment, transfer or other disposition by the Borrower shall use to prepay or any of its Subsidiaries, or the outstanding principal damage, destruction, condemnation, governmental taking or other loss of any assets of the Term Loan all net proceeds (taking into account any underwriting discounts Borrower or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of its Subsidiaries (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) than the sale or discount of accounts receivable arising Inventory in the ordinary course of business business) whether now owned or hereafter acquired which alone or when aggregated with other such transactions or events occurring within the immediately preceding twelve months result in Net Cash Proceeds of $1,000,000.00 or more (collectively, a "disposition of assets"), the Borrower shall notify the Agent in writing that such disposition of assets has occurred, the date of such event and the amount of the Net Cash Proceeds received in connection therewith. In the event that the Borrower and/or its Subsidiaries have not, within 364 days after the date of any such disposition of assets, (1) reinvested all of the corresponding Net Cash Proceeds in their business pursuant to an acquisition of property or assets located in the United States of a nature or type that are used in the business of the Borrower and its Subsidiaries on the date of such acquisition, which is permitted by Section 6.15 and in which the Agent shall have a first priority, perfected security interest subject only to those Permitted Encumbrances which are permitted to be senior to or pari passu with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 security interest of the Third AmendmentAgent pursuant to Section 6.4 hereof (and so state, as to both conditions, in reasonable detail in a certificate delivered by the Borrower to the Agent), or (2) delivered to the Agent a certificate stating in reasonable detail its plans to reinvest such Net Cash Proceeds as described in clause (1) above within the next succeeding 364 days, then the Borrower shall give written notice of prepayment (in the amount not so reinvested or intended to be so reinvested) to the Agent at least five (5) days prior to the date of the subject prepayment, and on or before the 364th day following such disposition of assets shall repay the Revolving Credit and reduce the Commitment in an amount equal to the amount of such Net Cash Proceeds not so reinvested. In the event the Borrower delivers a plan for reinvestment pursuant to clause (2) of the preceding sentence, and either (a) fails to comply with the terms of such plan, or (b) determines to abandon such plan, within five (5) days after such failure or abandonment, as the case may be, the Borrower shall give written notice to the Agent of prepayment in the amount of Net Cash Proceeds not reinvested and on or before the date which is five (5) days after such notice, shall repay the Revolving Credit and reduce the Commitment by such amount.

Mandatory Prepayment. Borrower shall use to prepay In the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of event that (i) any disposition of all the Borrower or any part of its assets permitted hereunderSubsidiaries receives Net Cash Proceeds arising from any Debt Incurrence (other than any Debt Incurrence under a Qualifying Term Facility that has reduced the Commitments pursuant to Section 2.05(d)), (ii) the Borrower receives Net Cash Proceeds from any Debt permitted to be incurred hereunder, Equity Issuance or (iii) the Borrower or any insurance claimof its Subsidiaries receives Net Cash Proceeds in excess of $250,000,000 for any individual transaction (and in excess of $500,000,000 in the aggregate) from any Asset Sale (other than an Excluded Asset Sale), in each case, the Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds not later than three (3) Business Days following the receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds; provided that notwithstanding the foregoing, receipt of such Net Cash Proceeds by any Subsidiaries of the Borrower other than Subsidiaries organized under the laws of the United States, any State thereof or the District of Columbia shall not require any prepayment of Loans to the extent such prepayment (x) would result in material adverse tax consequences or (ivy) thirty-is not prohibited, delayed or restricted under applicable law, in each case, as reasonably determined by the Borrower. The Borrower shall give the Administrative Agent notice of the receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds, which notice shall be at least three percent (33%3) Business Days prior to the date of any capital raised through such payment, with a reasonably detailed calculation of the issuance Net Cash Proceeds, and the Administrative Agent shall promptly notify each Lender of equity or cash proceeds received from the exercise its receipt of outstanding warrants or any issuance each such notice. Each prepayment of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) Loans shall be applied ratably to the Term Loan in the inverse order of maturityLoans. Notwithstanding the foregoing, no Each prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) made by the payment of the principal amount to be prepaid and accrued interest and fees thereon to the date fixed for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets prepayment plus in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value case of any such asset to be disposed of exceeds $75,000Eurocurrency Loans, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than any amounts due under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment)3.04.

Mandatory Prepayment. Borrower shall use to prepay the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding If any of the foregoing payable to Borrowerfollowing events or circumstances occurs (each, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of a “Prepayment Trigger Event”): (i) any disposition representation or warranty of all the Borrower set forth in any Loan Document, any Borrowing Notice, any financial statements or reports or projections or forecasts, or in connection with any part transaction contemplated by any such document, shall prove in any material respect to have been false or misleading when made or furnished by the Borrower; (ii) failure of its assets permitted hereunderthe Borrower to pay when due, or failure to perform or observe any other obligation or condition with respect to any of the following obligations to any Person, beyond any period of grace under the instrument creating such obligation: (i) any indebtedness for borrowed money or for the deferred purchase price of property or services, (ii) any Debt permitted to be incurred hereunderobligations under leases which have or should have been characterized as Capital Leases, or (iii) any insurance claimcontingent liabilities, such as guaranties, for the obligations of others relating to indebtedness for borrowed money or for the deferred purchase price of property or services or relating to obligations under leases which have or should have been characterized as Capital Leases; provided that no such failure by Borrower will be deemed to be a Prepayment Trigger Event hereunder unless and until the aggregate amount owing under obligations with respect to which such failures have occurred and are continuing is at least U.S.$5,000,000; (iii) entry of (i) one or more judgments in an aggregate amount in excess of U.S.$5,000,000 against the Borrower, in each case not stayed, discharged or paid within thirty (30) days after entry or (ii) any non-monetary judgment, order, 27 decree, award, settlement or agreement to settle (including any relating to any arbitration) is rendered against or agreed by the Borrower that (in the aggregate) has had or could reasonably be expected to have a Material Adverse Effect; (iv) thirty-three percent performance by the Borrower of any of its obligations under any Loan Document shall become unlawful; (33%v) any Governmental Authority shall: (i) take any action to condemn, seize, nationalize, expropriate or appropriate all or any substantial part of the Property of the Borrower (either with or without payment of compensation); or (ii) take any other action that: (A) in the aggregate, has had or could reasonably be expected to prevent or materially delay the performance or observance by the Borrower of its obligations under the Loan Documents, including moratorium or foreign exchange control or similar regulations or (B) could reasonably be expected to prevent the Borrower from exercising normal control over all or any substantial part of its Property; (vi) failure of the Borrower to comply with the covenants, promises, conditions or provisions of Sections 11.2, 11.9, 11.10, 11.15, 11.16, 11.18, 11.19 or Article 12 (excluding Section 12.8) of this Credit Agreement; or (vii) failure of the Borrower to comply with any capital raised provision of this Credit Agreement or the other Loan Documents, and the failure to perform such obligation is not referred to elsewhere in this Section 6.5(b) or in Section 14.1, and such failure continues for thirty (30) days after Borrower learns of such failure to comply, whether by Borrower's own discovery or through the issuance of equity or cash proceeds received notice from the exercise Administrative Agent; then without prejudice of the other provisions set forth herein, including under Article 14, the Administrative Agent, at the direction of the Required Lenders, shall have the right to send a prepayment and cancellation notice ("Prepayment and Cancellation Notice") to the Obligors and the Obligors shall be required, within five (5) Banking Days of the delivery of such Prepayment and Cancellation Notice, to prepay all outstanding warrants Advances together with such other amounts that are due and payable (without presentment, demand, protest or further notice of any issuance kind, all of equity or options which are hereby expressly waived by the Obligors) and which are outstanding as at such date, including all accrued but unpaid interest and all Funding Losses applicable to employees, consultants officers or directors. such prepayment and (2) upon delivery of such Prepayment made and Cancellation Notice pursuant to this Section 4.2(b) 6.5(b), the rights of the Borrower to any Advances shall be applied to the Term Loan in the inverse order of maturityimmediately cancelled. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment).6.6

Mandatory Prepayment. Borrower shall use to prepay In the outstanding principal event of a Transfer of the Term Loan all net proceeds direct or indirect Equity Interests of the Borrower or Borrower Control Group in KPT (taking into account any underwriting discounts other than with respect to certain "contingent value rights", as to which the following sentence shall govern) or commissions and other reasonable transaction costsAAC III, fees and expenses properly attributable to such transaction payable or upon a Transfer of Equity Interests in connection therewithor control of Lazard Freres REI, excluding or change in the general partner of any of LFSRI II, LFSRI II Alternative and LFSRI-CADIM, the foregoing payable to Borrowerentire Indebtedness shall become immediately due and payable, together with the Exit Fee and any Guarantor, any Subsidiary or any Affiliate applicable Prepayment Premium. In the event of a Transfer of any of the foregoing"contingent value rights" in KPT owned by any member of the Borrower Control Group, a portion of the Indebtedness equal to the lesser of the Net Proceeds of such Transfer and the outstanding Indebtedness, together with any applicable Prepayment Premium, shall become immediately due and payable (a "CVR Payment"); provided, however, that Lender shall have the right, in its sole discretion, to reject all or any portion of such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender. In the event that any Transfer of assets of an Operating Company in the nature of a capital transaction ("Capital Transaction"), whether in one transaction or a series of transactions, yields to such Operating Company amounts used to pay Dividends and Distributions to the Borrower or any member of the Borrower Control Group in the aggregate amount of $2.5 million (the "Threshold") then an amount of the Principal Indebtedness, less any applicable Prepayment Premium, equal to the lesser of (A) all Dividends and Distributions from such Operating Company in excess of the Threshold attributable to one or more Capital Transactions and (B) the outstanding Indebtedness, together with the applicable Prepayment Premium, shall become due and payable five (5) Business Days after receipt thereof by Borrower or any member of the Borrower Control Group, as applicable; provided, however, that (x) no such prepayment shall be required until the portion of the Principal Indebtedness to be so prepaid is at least $1,000,000, and (y) Lender shall have the right, in its sole discretion, to reject all or any portion of any such prepayment, in which event Borrower shall have no right or obligation to prepay the amount so rejected by Lender, but Borrower shall not thereby be released from the obligation to make further prepayments hereunder. There shall be a separate Threshold for each Operating Company. No rejection by Lender of a prepayment pursuant to the terms hereof shall be deemed to constitute a release or waiver of the requirements of the Deposit Account Agreement regarding deposit and disposition of Dividends and Distributions. In the event of a Transfer of the direct or indirect Equity Interests of the Borrower or Borrower Control Group in Xxxxxxxxxx or Intown, a portion of the Indebtedness (calculated as set forth in the following sentence) together with any applicable Prepayment Premium shall become immediately due and payable. The amount of the Indebtedness required to be prepaid shall be equal to the lesser of (i) any disposition the Net Proceeds of all or any part such Transfer (or, if such Transfer is in respect of its assets permitted hereunderXxxxxxxxxx, 50% thereof) and (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirtythe outstanding Indebtedness. Any pre-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) payment hereunder shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoingmade only with sixty (60) days' prior written notice (which notice may be revoked by Borrower as long as such notice specifies that it is revocable), no prepayment shall be required THIRD MODIFICATION AGREEMENT and at least thirty (HII Technologies – Credit Agreement30) for days but not more than ninety (w90) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendment)days' irrevocable prior notice.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirtyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (i) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty-three Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or cash such proceeds received from the exercise of outstanding warrants or any issuance of equity or options as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order Obligations; and (ii) upon receipt by any Credit Party of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets any asset disposition of personal property not made in the business Ordinary Course of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof Business (other than under the Account Purchase Credit Agreement); provided, that in no event shall such transfers permitted by Section 7.1) an amount exceed $100,000; and equal to one hundred percent (z100%) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendmentnet cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations.

Mandatory Prepayment. Borrower shall use to prepay the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, or (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (wx) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (xy) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; , and (yz) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and . Notwithstanding the foregoing, in the event Borrower raises capital through the issuance of equity or receives cash proceeds from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors (z) the May 2015 an “Equity Raise”), such Equity Raise (except shall not be subject to a mandatory prepayment under this Section 4.2(b), so long as set forth in Section 2.02 no Default or Event of Default exists at the time of such Equity Raise; provided, that Borrower shall not use any of the Third Amendmentproceeds of the Equity Raise to redeem or prepay any other Debt (other than accounts payable incurred in the ordinary course of business without the prior written consent of the Majority Lenders).

Mandatory Prepayment. If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrowers shall use pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments. Promptly upon any voluntary or involuntary disposition (including as a result of a casualty or condemnation but excluding dispositions under clauses (a) through (g), (i), (l) and (n) of the definition of Permitted Dispositions) by GLDD or any other Credit Party, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such disposition. Nothing contained in this Section 2.20(b) shall permit GLDD or any of its Subsidiaries to make a disposition of any property other than in accordance with Section 7.1. Promptly upon the issuance or incurrence by GLDD or any other Credit Party of any Indebtedness (other than Permitted Indebtedness), or upon an issuance of Equity Interests by GLDD or any other Credit Party (other than any Excluded Equity Issuance), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. Promptly upon the receipt by GLDD or any other Credit Party of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal of the Term Loan all net proceeds Obligations in accordance with clause (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such transaction payable Person in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment with respect to Net Cash Proceeds received by GLDD or any other Credit Party in connection with a disposition (including as a result of a casualty or condemnation) that are otherwise required to be used to prepay the Obligations pursuant to Section 2.20(b)(ii), up to $30,000,000 in the aggregate in any fiscal year of the Net Cash Proceeds from all such dispositions shall not be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) to be so used to prepay the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets that were the current market value subject of any such asset disposition with like assets, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) Borrowing Agent delivers a certificate to Agent within ten (10) days after such disposition stating that such Net Cash Proceeds shall be used to so replace, repair or restore properties or assets as provided above within a period not to exceed three hundred sixty five days (365) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be disposed so expended), (C) if a Cash Dominion Period is in effect, such Net Cash Proceeds are deposited and maintained in a Controlled Account and (D) upon the earlier of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y1) the sale expiration of the three hundred sixty five (365) day period pursuant to clause (B) above or discount (2) the occurrence and during the continuance of accounts receivable arising a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.20(b)(ii). Each prepayment pursuant to Section 2.20(b)(ii), (iii) and (iv) shall be applied, first, to the Swing Loans and Revolving Advances, until paid in full (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the ordinary course Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)), until paid in full, and second, to Cash Collateralize the Letters of business Credit (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in connection with the compromise or collection thereof Revolving Commitments (other than under and corresponding reduction in the Account Purchase Credit AgreementMaximum Revolving Advance Amount)); provided, that if an Application Event has occurred and is continuing and funds are to be applied pursuant to Section 11.5, such payments shall be applied in no event shall such amount exceed $100,000; respect of the Obligations in accordance with Section 11.5. Notwithstanding the foregoing, Net Cash Proceeds of events described in Sections 2.20(b)(ii), (iii) and (ziv) may be applied to the May 2015 Equity Raise (except as set forth Second Lien Loan to the extent that such Net Cash Proceeds are applied, first, to the Obligations under this Section 2.20 in accordance with Section 2.02 2.13(j) of the Third AmendmentSecond Lien Credit Agreement (as in effect on the Amendment No. 1 Closing Date).

Mandatory Prepayment. Borrower Except for any transaction set forth on Schedule 2(e), during the term of the Note, (i) in the event that the Company consummates any single or contemporaneous public or private offerings of securities in which the Company receives gross proceeds in the aggregate equal to or greater than $2,000,000 (a “Qualified Offering”) or (ii) in the event that the Company consummates a private or public offering or other financing or capital-raising transaction of any kind, including the receipt of funds pursuant to a repayment from a related party of promissory notes issued to such entity (each a “Non-Qualified Offering”), at any time upon ten (10) days written notice to the Holder, but subject to the Holder’s conversion rights set forth herein, the Company shall use make payment to the Holder, from up to 100% of the proceeds from such Qualified Offering or from up to 25% of the proceeds of such Non-Qualified Offering, as applicable, of an amount in cash as follows: (A) if the Company is required to prepay the outstanding principal of Note at any time within the Term Loan all net proceeds initial thirty (taking into account any underwriting discounts or commissions and other reasonable transaction costs30) days following the Original Issue Date, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) Company shall be applied make payment to the Term Loan Holder of an amount in cash equal to the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for sum of: (w) 105% multiplied by the transfer principal amount of assets to any Borrower or Guarantor to any other Borrower or Guarantor; the Note then outstanding plus (x) sales or dispositions of assets accrued and unpaid interest on the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and outstanding principal amount to the extent that date of mandatory prepayment (the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; “Mandatory Prepayment Date”) plus (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (any other than amounts due under the Account Purchase Credit AgreementNote, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); provided(B) if the Company is required to prepay the Note at any time from the 31st day through the 60th day following the Original Issue Date, that the Company shall make payment to the Holder of an amount in no event cash equal to the sum of: (w) 110% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (C) if the Company is required to prepay the Note at any time from the 61st day through the 90th day following the Original Issue Date, the Company shall such make payment to the Holder of an amount exceed $100,000in cash equal to the sum of: (w) 115% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); (D) if the Company is required to prepay the Note at any time from the 91st day through the 120th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (w) 120% multiplied by the principal amount of the Note then outstanding plus (x) accrued and unpaid interest on the principal amount to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x); and (zE) if the May 2015 Equity Raise Company is required to prepay the Note at any time from the 121st day through the 180th day following the Original Issue Date, the Company shall make payment to the Holder of an amount in cash equal to the sum of: (except as set forth in Section 2.02 w) 125% multiplied by the principal amount of the Third AmendmentNote then outstanding plus (x) accrued and unpaid interest on the principal amount of the Note to the Mandatory Prepayment Date plus (y) any other amounts due under the Note, including Late Fees, if any, on the amounts referred to in clauses (w) and (x). The Holder may continue to convert the Note from the date notice of the mandatory prepayment is given until the date of the mandatory prepayment.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three percent all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (33to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of [***] ($[***]) for property, in respect of assets upon which Agent has been granted a Lien, an amount equal to [***] ([***]%) of of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) within five (5) Business Days after receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to [***] ([***]%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT have the option of applying the proceeds of any casualty policy up to [***] (HII Technologies – Credit Agreement$[***]) for (w) in the transfer of assets aggregate with respect to any Borrower property loss in any one (1) year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedLenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. The Borrower shall, upon five Business Days' notice from the Agent given at the request or with the consent of the Required Lenders, (i) pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and (ii) prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time subsequent to the foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuer under the Loan Documents. Neither the Borrower nor any Person claiming on behalf of or through the Borrower shall use have any right to prepay the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding withdraw any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of funds held in the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made Facility LC Collateral Account pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement2.09(b); provided, however, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 after all of the Third Amendment)Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) for property, in respect of assets upon which Agent ​ ​ MidCap / Ocular / 4th A&R Credit Agreement maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) have the transfer option of assets applying the proceeds of any casualty policy up to $500,000 in the aggregate with respect to any Borrower property loss in any one year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of equal or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising shall be deemed Collateral in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedwhich Agent and Lenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment).Lenders, on account of the Obligations. ​

Mandatory Prepayment. Borrower The Company shall use to prepay the outstanding principal make a mandatory prepayment of Obligations in accordance with Section 8.6 of the Term Loan all net proceeds Purchase Agreement (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable which in certain instances includes a premium on the Notes) in an aggregate amount equal to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunder, (ii) any Debt permitted to be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) 100% of the transfer aggregate amount of assets cash proceeds (and the fair market value of all other proceeds) (net of reasonable selling expenses, estimated taxes, any amounts applied to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after repay Indebtedness secured by such assets and any reserve for adjustment in respect of the sale price of the assets sold; it being understood that any reserves that are sold released shall become a part of the Net Proceeds and the Company shall be obligated to make a mandatory prepayment in an aggregate amount equal to the amount of such reserves at the time that such reserves are released), including by recovery of insurance proceeds in excess of $100,000 (except to the extent that such insurance proceeds are promptly used to replace the current market value of any assets giving rise to the insurance proceeds and BTFIC in its discretion (such asset discretion not to be disposed of exceeds $75,000unreasonable) determines to exclude such amounts from Net Proceeds), the Majority Lenders shall have first consented received or to such disposition; be received by it or any Affiliate (y"NET PROCEEDS") the from any sale or discount disposition (whether voluntary or involuntary, including by casualty loss) or series of accounts receivable arising related sales or dispositions (other than sales of inventory in the ordinary course of business and sales expressly contemplated by the Post Merger Reorganization that do not give rise to any cash proceeds) of any assets of a Brazilian Entity or any equity interests of a Brazilian Entity, (x) 100% until the conditions set forth in connection with Section 4.10 of the compromise Purchase Agreement have been fully satisfied, and thereafter 50% (or collection thereof 30% after the aggregate unpaid principal amount of the Notes is less than $20,000,000) of the aggregate amount of Net Proceeds from any sale or disposition of any assets or equity interests (other than under "LATIN AMERICAN NON-BRAZILIAN ASSETS") of a Latin American Non-Brazilian Entity remaining after subtracting from such Net Proceeds an aggregate amount, not to exceed $3,000,000 less the Account Purchase Credit Agreement); providedthen outstanding amount of the BTCO Fee, that which shall be re-invested in no event shall a Brazilian Entity and such amount exceed $100,000; will be used for no other purpose (and the holder of this Note has been provided satisfactory evidence to such effect and, in addition, no such reduction shall occur if the BTCO Fee has not been fully paid), and to the extent not already covered by clauses (w) and (x) above, (y) 100% of the aggregate amount of Dividends and intercompany Indebtedness paid by a Brazilian Holding Entity, and (z) 50% (or 30% after the May 2015 Equity Raise aggregate unpaid principal amount of the Notes is less than $20,000,000) of the aggregate amount of Dividends and intercompany Indebtedness paid by a Latin American Non-Brazilian Entity. Notwithstanding the foregoing, in lieu of making a prepayment of the principal amount of the Notes as otherwise required above, upon concurrent notice to the holder hereof, and, if and only if, the conditions set forth in this subsection 2(c)(i) are fully satisfied and all Obligations other than the unpaid principal amount of the Notes have been paid in full, the Company may immediately deposit or cause to be deposited an aggregate amount equal to the aggregate amount of its prepayment obligation into a bank account maintained with an entity designated by the holder or holders of at least a majority of the outstanding principal amount of the Notes (except which entity may be an Affiliate of BTFIC) in which the holders of Notes have (and the Company has delivered satisfactory evidence to the holder hereof that the holders of Notes have, which satisfactory evidence will include the delivery of an acceptable opinion to such effect, other than with respect to priority) a first priority Lien on such account and the funds contained therein, to be held as collateral for the prompt payment and performance of the Obligations (the "SALES RESERVE ACCOUNT"). Notwithstanding the foregoing, after the requirements set forth in Section 2.02 4.10 of the Third Amendment)Purchase Agreement have been fully satisfied, any principal amounts held in the Sales Reserve Account in excess of the principal amounts that would be held in such account had the requirements set forth in Section 4.10 been fully satisfied as of the date of issuance, shall be released from the Sales Reserve Account and delivered to the Company or its designee.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Five Hundred Thousand Dollars ($500,000) in respect of assets upon which Agent has been granted a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than Transfers permitted by Section 7.1) an amount equal to one hundred percent (100%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars (HII Technologies – Credit Agreement$500,000) for (w) in the transfer of assets aggregate with respect to any Borrower property loss in any one (1) year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedLenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three percent all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Xxxxxxxx shall prepay the Credit Facilities (33to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) within five (5) Business Days after the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of [***] ($[***]) for property, in respect of assets upon which Agent has been granted a Lien, an amount equal to [***] ([***]%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) within five (5) Business Days after receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to [***] ([***]%) of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT have the option of applying the proceeds of any casualty policy up to [***] (HII Technologies – Credit Agreement$[***]) for (w) in the transfer of assets aggregate with respect to any Borrower property loss in any one (1) year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedLenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations.

Mandatory Prepayment. If a Term Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirty-three all other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Term Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Term Credit Facilities) in the following amounts: (i) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of Twenty Five Thousand Dollars ($25,000) for personal property, or in excess of Fifty Thousand Dollars ($50,000) for real property, in respect of assets upon which Agent maintained a Lien, an amount equal to one hundred percent (33100%) of such proceeds (net of out-of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or cash such proceeds received from the exercise of outstanding warrants or any issuance of equity or options as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in Obligations (unless such Credit Party applies such proceeds towards the inverse order replacement or repair of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT such personal property or real property); and (HII Technologies – ii) upon receipt by any Credit Agreement) for (w) the transfer Party of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets any asset disposition of personal property not made in the business Ordinary Course of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof Business (other than under the Account Purchase Credit Agreementtransfers permitted by Section 7.1); provided, that in no event shall such an amount exceed $100,000; and equal to one hundred percent (z100%) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendmentnet cash proceeds of such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or such lesser portion as Agent shall elect to apply to the Obligations.

Mandatory Prepayment. If a Credit Facility is accelerated following the occurrence of an Event of Default, Borrower shall use immediately pay to prepay Agent, for payment to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loan Credit Facility and all net proceeds (taking into account any underwriting discounts or commissions other Obligations, plus accrued and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition of all or any part of its assets permitted hereunderunpaid interest thereon, (ii) any Debt permitted to be incurred hereunderfees payable under the Fee Letters by reason of such prepayment, (iii) any insurance claimthe Applicable Prepayment Fee as specified in the Credit Facility Schedule for the Credit Facility being prepaid, or and (iv) thirtyall other sums that shall have become due and payable, including Protective Advances. Additionally, at the election of Agent, Borrower shall prepay the Credit Facilities (to be allocated pro rata among the outstanding Credit Extensions under all Credit Facilities) in the following amounts: (A) on the date on which any Credit Party (or Agent as loss payee or assignee) receives any casualty proceeds in excess of [***] in respect of assets upon which Agent maintained a Lien, an amount equal to [***] of such proceeds (net of out-three percent (33%) of-pocket expenses and, in the case of personal property, repayment of any capital raised through permitted purchase money debt encumbering the issuance personal property that suffered such casualty), or such lesser portion of equity or such proceeds as Agent shall elect to apply to the Obligations; and (B) upon receipt by any Credit Party of the proceeds of any asset disposition of personal property not made in the Ordinary Course of Business (other than transfers permitted by Section 7.1) an amount equal to [***] of the net cash proceeds received from the exercise of outstanding warrants such asset disposition (net of out-of-pocket expenses and repayment of any permitted purchase money debt encumbering such asset), or any issuance of equity or options such lesser portion as Agent shall elect to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied apply to the Term Loan in the inverse order of maturityObligations. Notwithstanding the foregoing, (a) so long as no prepayment Default or Event of Default has occurred and is continuing, Borrower shall be required THIRD MODIFICATION AGREEMENT have the option of applying the proceeds of any casualty policy up to [***] (HII Technologies – Credit Agreementother than with respect to losses of property comprised of Inventory and Clinical Trial Materials, as to which no dollar limit shall apply) for (w) in the transfer of assets aggregate with respect to any Borrower property loss in any one (1) year, toward the replacement or Guarantor to repair of destroyed or damaged property; provided that any other Borrower such replaced or Guarantor; repaired property (x) sales shall be of greater, equal, or dispositions of assets like value as the proceeds of which are reinvested into like-kind assets in the business of Borrower replaced or Guarantors within 60 days after such assets are sold repaired Collateral and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) shall be deemed Collateral in which Agent and the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); providedLenders have been granted a first priority security interest, that in no event shall such amount exceed $100,000; and (zb) after the May 2015 Equity Raise (except as set forth in Section 2.02 occurrence and during the continuance of a Default or Event of Default, all proceeds payable under such casualty policy shall, at the option of Agent, be payable to Agent, for the ratable benefit of the Third Amendment)Lenders, on account of the Obligations. Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Mandatory Prepayment. (a) If any Loan Party receives Net Cash Proceeds from any Disposition (other than the sale or disposition of Surefly, Inc. or any portion of its related business and assets permitted by Section 7.4(b)(i)), Net Casualty Proceeds or net cash proceeds received by such Loan Party from the issuance or incurrence of Debt (other than Subordinated Debt permitted under Section 7.1(e)) or, in the case of the Borrower, the issuance of Capital Stock, the Borrower shall use notify the Lenders and the Agent thereof. Unless the Required Lenders shall have sent written notice to the Borrower, by the fourth Business Day after the date on which the applicable Loan Party received such proceeds (except in the case of issuance of Capital Stock, in which case the following sentence shall apply), declining receipt of a prepayment under this Section 2.4.2(a), the Borrower shall prepay the outstanding principal of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable Obligations within five Business Days after such receipt in an amount equal to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) any disposition 50% of all such Net Cash Proceeds (or any part of its assets permitted hereundersuch lesser amount as the Required Lenders may specify), (ii) any Debt permitted to be incurred hereunder, 100% of such Net Casualty Proceeds (or such lesser amount as the Required Lenders may specify) and (iii) any insurance claim, 100% of such net cash proceeds received by the such Loan Party from the issuance or incurrence of Debt (ivother than Subordinated Debt permitted under Section 7.01(e)) thirty-three percent (33%) of any capital raised through or such lesser amount as the Required Lenders may specify). If the net cash proceeds are from the issuance of equity or Capital Stock of the Borrower after September 30, 2019 and unless the Lenders shall have sent written notice to the Borrower, by the fourth Business Day after the date on which the Borrower received such proceeds, declining receipt of a prepayment under this Section 2.4.2(a), the Borrower shall prepay the Obligations within five Business Days after such receipt in an amount equal to 35% of such net cash proceeds received from by the exercise of outstanding warrants Borrower (or any issuance of equity or options to employees, consultants officers or directors. Prepayment made pursuant to this Section 4.2(b) shall be applied to such lesser amount as the Term Loan in the inverse order of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendmentmay specify).

Mandatory Prepayment. (i) Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) of the Nexstar Credit Agreement and the related Group Compliance Certificate has been delivered pursuant to Section 6.02(a) of the Nexstar Credit Agreement, the Borrower shall use cause to prepay be prepaid an aggregate principal amount of Term Loans allocated by the outstanding Nexstar Borrower to the Borrower. (ii) (A) Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (n), (o)(y) (to the extent provided thereunder) or (o)(z) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loan all net proceeds (taking into account any underwriting discounts or commissions Loans at such time and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate amount of any of other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the foregoingLiens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of (i) any disposition of all such Net Cash Proceeds realized or any part of its assets permitted hereunder, (ii) any Debt permitted to received; provided that no such prepayment shall be incurred hereunder, (iii) any insurance claim, or (iv) thirty-three percent (33%) of any capital raised through the issuance of equity or cash proceeds received from the exercise of outstanding warrants or any issuance of equity or options to employees, consultants officers or directors. Prepayment made required pursuant to this Section 4.2(b2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall be applied have, on or prior to such date, given written notice to the Term Loan Administrative Agent of its intent to reinvest in the inverse order accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of maturity. Notwithstanding the foregoing, no prepayment shall be required THIRD MODIFICATION AGREEMENT (HII Technologies – Credit Agreement) for (w) the transfer of assets to any Borrower or Guarantor to any other Borrower or Guarantor; (x) sales or dispositions of assets the proceeds of which are reinvested into like-kind assets in the business of Borrower or Guarantors within 60 days after such assets are sold Default has occurred and to the extent that the current market value of any such asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition; (y) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (other than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000; and (z) the May 2015 Equity Raise (except as set forth in Section 2.02 of the Third Amendmentis then continuing).