Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board of Directors.

Each Outside Director who serves on the board of directors of a majority owned subsidiary of the Company will be eligible to earn an additional $40,000 in annual fees for each subsidiary board on which he or she serves (paid quarterly in arrears on a prorated basis, provided that the fees for the first quarter during which the Outside Director serves on a subsidiary board will not be prorated).

All or Substantially All Assets. The Company shall not, nor shall it permit its Significant Guarantors to, Dispose of all or substantially all of the assets of the Company and its Subsidiaries, on a consolidated basis, other than pursuant to a transaction permitted under [Section 7.4(a)].

All U.K. Pension Plans established or maintained by the EnTrust Entities are disclosed in Section 4.23(k) of the Disclosure Schedule. Such U.K. Pension Plans are the only arrangements under which the EnTrust Entities have or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present U.K. officers and employees. All such U.K. Pension Plans are defined contribution pension arrangements and, as such, provide money purchase benefits as defined in section 121 of the Pension Schemes Act 1993, as amended. None of the EnTrust Entities has or may have any obligations to provide or contribute towards pension, lump sum, death, ill health, disability or accident benefits for any past or present U.K. officer or employee under a defined benefit pension plan. No proposal or announcement has been made to any U.K. employee or officer of the EnTrust Entities as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit. The EnTrust Entities have complied with their automatic enrollment obligations as required by the Pensions Act 2008 and associated legislation. No notices, fines, or other sanctions have been issued by the U.K. Pensions Plans regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the U.K. Pensions Plans regulator in respect of the EnTrust Entities.

All U.K. Pension Plans established or maintained by the Permal Entities are disclosed in Section 5.23(k) of the Disclosure Schedule. Such U.K. Pension Plans are the only arrangements under which the Permal Entities have or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present U.K. officers and employees. All such U.K. Pension Plans are defined contribution pension arrangements and, as such, provide money purchase benefits as defined in section 121 of the Pension Schemes Act 1993, as amended. None of the Permal Entities has or may have any obligations to provide or contribute towards pension, lump sum, death, ill health, disability or accident benefits for any past or present U.K. officer or employee under a defined benefit pension plan. No proposal or announcement has been made to any U.K. employee or officer of the Permal Entities as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit. The Permal Entities have complied with their automatic enrollment obligations as required by the Pensions Act 2008 and associated legislation. No notices, fines, or other sanctions have been issued by the U.K. Pensions Plans regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the U.K. Pensions Plans regulator in respect of the Permal Entities.

Eligible Accounts. As to each Account that is identified by Loan Parties as an Eligible Account in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Account is # a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Loan Party’s business, # owed to a Loan Party without, to the knowledge of Parent or any Loan Party, any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and # not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

As to each item of Inventory that is identified by Loan Parties as Eligible Equipment Inventory in a Borrowing Base Certificate submitted to Agent, at the time of inclusion in such Borrowing Base Certificate, such Inventory is not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Equipment Inventory. Each Loan Party is in the business of selling (as such phrase is used in section 9-311(d) of the Code) Equipment Inventory constituting Titled Vehicles now or hereafter owned by such Loan Party, other than those types of Titled Vehicles set forth on [Schedule 4.23]; and

Eligible Inventory. As to each item of Inventory (other than Inventory having a de minimis Value relative to the aggregate Value of all Eligible Inventory at any time) that is identified by any Borrower, any Canadian Guarantor or Dutch Guarantor, as applicable, as Eligible Inventory or Eligible In-Transit Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is # of good and merchantable quality, free from known defects, and # to the extent that any officer of any Loan Party has knowledge or reasonably should have had knowledge, not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory and Eligible In-Transit Inventory.

Employer or Company shall mean First Bancorp and any successor of First

Eligible Executive. “Eligible Executive” means an employee of a Participating Company who is appointed by the Board of Directors as an executive officer and whose annual Compensation is in excess of the limitation in effect under Section 401(a)(17) of the Code, but only if the employee is also considered to be a part of a select group of management or highly compensated employees.