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EFTA01382393

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Amendment No. 3 to Form S-1 Tahk of Contents increase by 2%. Other overdue amounts bear interest at a rate equal to the rate otherwise applicable to such revolving loans bearing interest at the base rate at such time, plus 2% until such amounts are paid in full. Guarantees. Subject to certain exceptions, the amounts outstanding under the NAI ABL Agreement are guaranteed by NAI Holdings and each of its existing and future direct and indirect wholly-owned domestic subsidiaries that are not borrowers, excluding any real estate subsidiary unless it owns or ground-leases real estate that is eligible real estate included in the borrowing base or has been designated as collateral for incremental term loans under the NAI ABL Facility. Security. Subject to certain exceptions, the obligations under the NAI ABL Agreement are secured by (a) a first-priority security interest in and lien on NAI ABL Priority Collateral and (b) a second-priority security interest in and lien on any NAI Pad Debt Term Loan Priority Collateral (excluding any real estate that NAI has not elected to include in the borrowing base). Fees. Certain customary fees are payable to the lenders and the agents under the NAI ABL Agreement, including a commitment fee on the average daily unused amount of the NAI ABL Facility, in an amount equal to (a) 0.375% per annum if such average daily excess availability amount during the most recently ended fiscal quarter is less than 50% of the aggregate commitments and (b) 0.50% per annum if such average daily excess availability amount during the most recently ended fiscal quarter is greater than or equal to 50% of the aggregate commitments. Affirmative and Negative Covenants. The NAI ABL Agreement contains various affirmative and negative covenants (in each case, subject to customary exceptions), including, but not limited to, restrictions on the ability of NAI Holdings and its subsidiaries to (i) dispose of assets, (ii) incur additional indebtedness,

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