Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time from and after (a) Upon the Closing Date: occurrence of (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority Change of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, Control or (ii) an Asset Sale with net proceeds to the Borrower or any Consolidated Business sellsBorrowers in excess of $1,000,000, transfersthat in either case is not approved in advance by the Lender, assigns or conveys assetsat the election of the Holders of the majority principal amount of the Notes, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in Borrowers shall redeem the aggregate then outstanding Notes at a prepayment price equal to the principal amount of all such salesoutstanding Notes, transfers, assignments, foreclosures, or conveyances exceeds 30plus 125% of the Capitalization Value, or amount of interest (iiiincluding PIK Interest on the Tranche B Notes) the portion of Capitalization Value attributable that would have been due to the aggregate Limited Minority Holdings Lender on the Tranche B Notes had the Tranche B Notes been held to maturity and no payments had been made in respect of any principal or interest on the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest Tranche B Notes (the date any such event shall occur being the “Prepayment DateRedemption Price”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan At least twenty (20) days prior to the maturity thereofoccurrence of such Change of Control or such Asset Sale, the Borrower Borrowers shall also pay any applicable expenses provide each Holder of Notes with an Offer of Prepayment pursuant to Section 5.2(f)9.2 hereof. Each such prepayment shall be applied to prepay ratably Upon the Loans occurrence of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used any event described in this Section 4.1(d) only9.1, the phrase “sellsLender’s obligation to provide the Revolving Loans shall cease. (b) Upon the occurrence of a Permitted Revolver Financing, transfersthe Borrowers shall redeem, assigns or conveys” and the Holders shall not include (i) sales or conveyances among Borrower tender, all of the then outstanding Revolving Notes at a redemption price equal to the outstanding principal amount plus any accrued and unpaid interest thereon and any Consolidated Businessesfees and expenses due and occurring at such time. Such redemption shall occur concurrently with the closing of the Permitted Revolver Financing. Thereafter, or (ii) mortgages secured by Real Propertythe Lender’s obligation to make, and the Borrowers’ ability to receive, Revolving Loans under the Revolving Notes shall cease entirely. In order to facilitate the Borrowers’ ability to obtain a Permitted Revolver Financing, the Holders of the Revolving Notes will agree to subordinate their liens on the Borrowers’ inventory and accounts receivable on terms that are reasonable and customary, as determined in the sole discretion of such Holders.

Mandatory Prepayment. If at (a) Not later than 10 Business Days following the receipt of any time Net Cash Proceeds by a Recipient of any Asset Sale or cash proceeds from a Casualty Event (in the case of a Casualty Event, solely to the extent the Net Cash Proceeds or cash proceeds thereof exceed $10 million), Borrower shall make prepayments of the Loan, together with accrued and unpaid interest thereon (including interest on defaulted interest, if any), in an aggregate amount equal to 100% of such Net Cash Proceeds or cash proceeds; provided that, with respect to cash proceeds received in connection with a Casualty Event, so long as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) Borrower shall have given Lender prior written notice of Borrower’s intention to apply such cash proceeds to the costs of replacement of the properties or assets that were the subject of such Casualty Event, and (C) Borrower or its Subsidiaries, as applicable, complete such reinvestment, replacement, purchase, or construction within 365 days after the initial receipt of such cash proceeds, then Borrower shall have the option to apply such monies to reinvest in the business, or to the cost of replacement of the lost or damaged assets unless and to the extent that such applicable period shall have expired without such reinvestment, replacement, purchase, or construction being made or completed, in which case, any amounts remaining with respect thereto shall be paid to Lender and applied in accordance with this Section 2.4. (a) Not later than the earlier of (i) 60 days after the end of each fiscal quarter of Borrower, commencing with the fiscal quarter ending immediately following the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the date on which the financial statements with respect to such fiscal quarter are delivered pursuant to Section 5.8(b), Borrower shall prepay the Loan in an aggregate amount equal to 25% of Excess Cash Flow for the fiscal quarter then ended. (b) Any mandatory prepayment made by Borrower or caused to be made by any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed Loan Party in accordance with GAAP but without deduction for depreciation), in the aggregate this Section 2.4 shall be credited first to repayment of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% accrued and unpaid interest on the Loan as of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of such prepayment and then to the prepayment on the unpaid principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Loan. (c) Borrower shall comply with the same. In connection with the prepayment notify Lender by written notice of any Loan prior to prepayment under this Section 2.4 not later than three Business Days before the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f)date of prepayment. Each such prepayment notice shall be applied to prepay ratably irrevocable and specify the Loans prepayment date and a reasonably detailed calculation of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertyamount of such prepayment.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either If the Borrower receives any cash proceeds of the Zohar I Collateral, then on or before the Company merges or consolidates with another Person and either second (x2nd) Business Day after receipt of such proceeds the Borrower or shall deliver such cash proceeds to the CompanyLender for deposit into the Collection Account and on the first Interest Payment Date thereafter, as the case may beLender shall (A) use all such cash proceeds to pay accrued but unpaid interest on the Applicable Tranche, is not including any PIK Principal, and (B) prepay the surviving entity, or (y) a majority outstanding principal of the board of directors of the CompanyApplicable Tranche (including any Make-Whole Premium) with any remaining proceeds; provided, and the majority of its senior managementhowever, immediately that prior to the merger do not continue as directors Make-Whole Termination Date, the Borrower may elect to deposit such remaining proceeds into the Mandatory Prepayment Account instead of prepaying principal; provided, further, that any such cash proceeds received by the surviving entity, or do not continue to Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be employed as senior management of applied in accordance with clauses (A) and (B) hereof on the surviving entity, or Interest Payment Date after such Interest Payment Date. (ii) (A) If, prior to the payment by MBIA Corp. of the MBIA Corp. Payment, the Borrower receives any cash proceeds of the Xxxxx XX Collateral, then on or any Consolidated before the second (2nd) Business sells, transfers, assigns or conveys assetsDay after receipt of such proceeds the Borrower shall deliver such cash proceeds to the Lender for deposit into the Collection Account and on the first Interest Payment Date thereafter, the book value Lender shall (1) use all such cash proceeds to pay accrued but unpaid interest on the Applicable Tranche, including any PIK Principal, and (2) prepay the outstanding principal of which the Applicable Tranche (computed including any Make-Whole Premium) with any remaining proceeds; provided, however, that prior to the Make-Whole Termination Date, the Borrower may elect to deposit such remaining proceeds into the Mandatory Prepayment Account instead of prepaying principal; provided, further, that any such cash proceeds received by the Lender after 11:00 a.m. on the third Business Day preceding any Interest Payment Date shall be applied in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or clauses (iii1) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv2) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment hereof on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each Interest Payment Date after such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real PropertyInterest Payment Date.

Mandatory Prepayment. If at any time from (a) The principal of the Senior Secured Notes, together with the accrued interest and after the Closing Date: Make Whole Premium (if any) thereon, shall be subject to mandatory prepayment as follows: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment occurrence of an Event of Loss and the Lessee's purchase of the Facility in accordance with Section 3.6 of the Lease, the entire principal amount of the then Outstanding Senior Secured Notes, together with all accrued and unpaid interest thereon to the payment date, but without any Make Whole Premium, shall become due and payable on the termination date specified in the Lease. (ii) In connection with receipt by the Indenture Trustee of any Loan written notice from the Lessee of its intention to purchase the Facility or the Borrower's interest in the Facility pursuant to the Purchase Option under Section 10.1 of the Lease, the entire principal amount of the then Outstanding Senior Secured Notes, together with all accrued and unpaid interest thereon to the payment date and the Make Whole Premium, shall become due and payable on the Purchase Date. (iii) If the Completion Date does not occur on or prior to the maturity thereofOutside Completion Date, the Borrower entire principal amount of the then Outstanding Senior Secured Notes, together with all accrued and unpaid interest thereon to the payment date and the Make Whole Premium, shall also pay become due and payable on the Outside Completion Date, unless this prepayment event is waived by the Required Holders. (b) Any payments made to the Indenture Trustee in connection with any applicable expenses pursuant to of the events described in this Section 5.2(f). Each such prepayment 7.2(a) shall be applied to prepay ratably the Loans prepayment of the LendersSenior Secured Notes as provided in Section 6.2(b). Amounts prepaid Upon the acceleration of the maturity of any of the Senior Secured Notes pursuant to this Section 4.1(d) may not 8.2(b), any moneys paid in connection therewith shall be reborrowed. As used applied to the payment of such Senior Secured Notes as provided in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property8.2(f).

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates con- solidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciationdeprecia- tion), in the aggregate of all such sales, transfers, assignmentsas- signments, foreclosures, or conveyances exceeds 3025% of the then Capitalization ValueValue in any twelve (12) month period, or (iii) the portion of Capitalization Value attributable to the aggregate Minority Holdings (other than Limited Minority Holdings Holdings) of the Borrower and its Consolidated Businesses exceed 20Subsidiaries exceeds 15% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company an Affiliate ceases to provide directly or through their Affiliates property management and leasing services to at least 3375% of the total number of shopping centers Real Proper- ties in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time during the term of this -------------------- Agreement, the Borrower or the Company shall receive Net Offering Proceeds or Net Cash Proceeds then, simultaneously therewith, the Borrower or the Company, as the case may be, shall repay the Loans in an amount equal to the lesser of (x) the aggregate Net Offering Proceeds and/or Net Cash Proceeds received by the Company from and after the date hereof and (y) the outstanding principal balance of the Loans. If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entityentity (other than a merger or consolidation of the Company or the Borrower with Reckson or any other Person so long as, in the case of a merger or consolidation of the Company, Reckson is the surviving entity and retains not less than a 66 2/3% interest in Borrower; (ii) any interest in the Borrower or the Company is sold to any Person, other than to Reckson or the Company or in connection with the grant of OP Units (x) in partial payment of an acquisition of a Property or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value proceeds of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or are used to purchase a Property; (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% all of the total number Projects located in the State of shopping centers in which New York or to provide asset management services for all of the Borrower has an ownership interest Projects located outside of the State of New York; or (iv) the Revolving Credit Agreement is terminated for any reason (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Termination Date and, the Credit Termination DateCommitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (y) a majority of entity and does not control the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the such surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assetsCompany, the book value Borrower, any of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, its Affiliates or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an a direct ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination DateDate and, the Revolving Credit Commitments thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameIssuing Bank. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) (other than amounts prepaid pursuant to the first sentence of this Section 4.1(d)) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells"sale, transferstransfer, assigns assignment or conveys” conveyance" shall not include (i) sales or conveyances among Borrower and any of its Consolidated BusinessesSubsidiaries, or (ii) mortgages or other security interests secured by Real PropertyProperty or other Property which are permitted under this Agreement. Such prepayment shall not affect any rights and remedies that the Agents and Lenders may otherwise have hereunder.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section SECTION 4.1(d) may not be reborrowed. As used in this Section SECTION 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. (i) The Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans exceeds the lesser of (A) the Available Commitment and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that each of the Available Commitment and the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans outstanding on such day. If at any time from and after the Closing Date: (i) either Borrowers have complied with the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority first sentence of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or this Section 2.05(c). (ii) The Borrowers will immediately prepay the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, outstanding principal amount of the book value of which (computed in accordance with GAAP but without deduction for depreciation), Term Loans in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of event that the Capitalization Value, or Total Revolving Credit Commitment is terminated for any reason. (iii) the portion of Capitalization Value attributable If at any time Xxxxx Fargo or Citizens Bank releases any cash collateral pledged to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases such bank to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date secure any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Xxxxx Fargo Letter of Credit or Citizens Bank Letter of Credit, the Borrowers shall not cause the cash collateral so released to be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior paid directly to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant Agent to Section 5.2(f). Each such prepayment shall be applied to prepay ratably any Revolving Loans outstanding at such time (but the Loans Commitments shall not be reduced thereby). (iv) During the continuance of an Event of Default, on each Business Day the Originators shall pay all proceeds from the sale of Accounts Receivable and Related Rights which are payable to the Originators pursuant to the Parent Purchase Agreement or any related Receivable Purchase Notes held by them to the Payment Office to be applied to the payment of the Lenders. Amounts prepaid pursuant to this outstanding Obligations in accordance with Section 4.1(d4.04. (v) may not be reborrowed. As used in this Section 4.1(d) onlySimultaneously with the receipt by any Loan Party of any tax refund, the phrase “sellsBorrowers shall deposit an amount equal to such tax refund into the Cash Collateral Account. (vi) Simultaneously with the receipt by any Loan Party of proceeds of any judgment, transferssettlement or other consideration of any kind in connection with any action, assigns suit, arbitration or conveys” proceeding by such Person, the Borrowers shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertydeposit an amount equal to the net proceeds received into the Cash Collateral Account.

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) within any twelve (12) month period, the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Businesses exceed Subsidiaries exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(d)(i) may not be reborrowed. As used in this Section 4.1(d4.1(d)(i) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Borrower or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property. (ii) If an Event of Default shall occur under Section 10.12(e) hereof and for so long as it shall be continuing, then, in addition of all other rights and remedies of the Administrative Agent and the Lenders hereunder in respect of such Event of Default, the Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of External Revenues, nor any demand therefor or acceptance thereof by the Administrative Agent, the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Obligation of the Borrower, or of any right, remedy or recourse of the Administrative Agent and the Lenders, in connection with such Event of Default.

Mandatory Prepayment. If at any time from and after the Closing -------------------- Date: : (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority in violation of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entitySection 10.7 hereof, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be --------------- required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the -------------- Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be -------------- reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, transfers, -------------- assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization ValueValue set forth in the Compliance Certificate delivered pursuant to Section 5.1(j), or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Businesses exceed 20Subsidiaries exceeds 15% of the then Capitalization Value, or (iv) the Borrower or and its Subsidiaries or Affiliates or the Management Company ceases cease to provide directly or through their Affiliates property management and leasing services to at least 33Real Properties to which 75% of the total number of shopping centers in which the Borrower has an ownership interest Capitalization Value is attributable (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety and return any outstanding Letters of Credit as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f)4.2(f) . Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d3.1(d) may not be reborrowed. As used in this Section 4.1(d3.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among the Borrower and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities in the Borrower or TMC or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of Real Property.

Mandatory Prepayment. If at any time from and after the Closing Date, the Company, the Borrower, or any of its Consolidated Subsidiaries receives proceeds from the sale, transfer, assignment, conveyance or refinancing of an Unencumbered Project, the Borrower shall be required to (x) prepay a portion of the Loans in an amount equal to the Net Cash Proceeds received by the Borrower or the Company or the Borrower's pro rata share of Net Cash Proceeds received by such Consolidated Subsidiary, to the extent such proceeds are not otherwise applied pursuant to clauses (y) or (z); (y) segregate the Net Cash Proceeds of such transaction in an escrow account with the Administrative Agent or with a financial institution reasonably acceptable to the Administrative Agent and apply such Net Cash Proceeds solely to a qualified, deferred exchange under ss.1031 of the Internal Revenue Code for other real property that becomes an Unencumbered Project upon acquisition or with the prior written approval of the Requisite Lenders to another use, to the extent such proceeds are not otherwise applied pursuant to clauses (x) or (z); or (z) complete an exchange of such Unencumbered Project for other real property of equivalent value under ss.1031 of the Internal Revenue Code so long as such other real property becomes an Unencumbered Project upon acquisition, to the extent such proceeds are not otherwise applied pursuant to clauses (x) or (y). If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (y) a majority of entity and does not control the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the such surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assetsCompany, the book value Borrower, any of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, its Affiliates or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an a direct ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination DateDate and, the Revolving Credit Commitments thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.applicable

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) within any twelve (12) month period, the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Businesses exceed Subsidiaries exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower has an ownership interest (exclusive of Properties which are Limited Minority Holdings) (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Maturity Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(c)(i) may not be reborrowed. As used in this Section 4.1(d4.1(c)(i) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) the granting of mortgages secured by Real Property, or (iii) sales or conveyances of Securities in the Borrower or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property. (ii) If an Event of Default shall occur under Section 10.12(e) hereof and for so long as it shall be continuing, then, in addition to all other rights and remedies of the Co-Agents and the Lenders hereunder in respect of such Event of Default, the Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of External Revenues, nor any demand therefor or acceptance thereof by the Co-Agents, the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Obligation of the Borrower, or of any right, remedy or recourse of the Co-Agents and the Lenders, in connection with such Event of Default.

Mandatory Prepayment. If at any time Except as set forth under this Section 3.08 and under Section 4.18 of this Indenture, the Company is only required to make mandatory payments or prepayments with respect to the Notes pursuant to the operation of the Sinking Fund provided for in Article 11. Pursuant to Article 11, the Notes are subject to prepayment by operation of such Sinking Fund. In addition, from and after the Closing Issue Date: , and after satisfaction of its obligations under Section 4.19 of this Indenture, to the extent that an amount equal to or more than $115,000,000 original principal amount of Notes remains outstanding and the Company has Consolidated Excess Cash Flow in an amount equal to or in excess of $200,000 as of the end of any fiscal quarter, the Company shall apply such Consolidated Excess Cash Flow to prepay on the Interest Payment Date for the immediately following fiscal quarter that principal amount of Notes which is equal to 100% of such Consolidated Excess Cash Flow. From and after the Issue Date, and after satisfaction of its obligations under Section 4.19 of this Indenture, to the extent that an amount less than $115,000,000 aggregate original principal amount of Notes remains outstanding and the Company has Consolidated Excess Cash Flow in an amount equal to or in excess of $200,000 as of the end of any fiscal quarter, the Company (a) shall apply such Consolidated Excess Cash Flow to prepay on the Interest Payment Date for the immediately following fiscal quarter that principal amount of Notes which is equal to at least 70% of such Consolidated Excess Cash Flow and (b) may apply the remaining 30% of such Consolidated Excess Cash Flow (i) either to pay for Capital Expenditures approved by a Board Supermajority and (ii) to pay and/or prepay Subsidiary DIAN Debt. To the Borrower or extent that as of the end of any fiscal quarter during any fiscal year, under clause (b) of the immediately preceding sentence of this Section 3.08, the Company merges would otherwise be permitted to pay for Capital Expenditures and/or pay or consolidates prepay Subsidiary DIAN Debt which, when aggregated with another Person Capital Expenditures paid for and either Subsidiary DIAN Debt payments and prepayments made pursuant to such clause (b) with Consolidated Excess Cash Flow during the prior fiscal quarters of such fiscal year, would exceed $1.0 million, any such amounts of Consolidated Excess Cash Flow shall instead be applied pursuant to clause (a) of such sentence to prepay Notes. To the extent that the Company has Consolidated Excess Cash Flow in an amount less than $200,000 as of the end of any fiscal quarter, regardless of the amount of Notes that remain outstanding, it shall be required, subject to Section 4.19, to retain such amounts until the end of a fiscal quarter, if any, when the amount of Consolidated Excess Cash Flow, together with any such amounts previously retained and not used in prepayments, is equal to or in excess of $200,000, at which time it shall follow the provisions of the immediately preceding sentence. Notwithstanding the foregoing, the provisions of the immediately preceding four sentences of this Section 3.08 shall not apply (x) during the Borrower continuance of a Default in payment of interest, if any, on any Notes or the Companyof any Event of Default (other than an Event of Default occurring as a consequence of this Section 3.08), as the case may be, is not the surviving entity, or and (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter the Mandatory Sale Process has been initiated pursuant to the terms of Credit the Mandatory Sale Process Agreement. The Company shall not be returned, then comply with the provisions of Section 3.4 shall apply and 3.01 to 3.06, to the Borrower shall comply with the same. In connection with the extent applicable, in effecting any mandatory prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid Notes pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property3.08.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either Promptly upon the incurrence of any Debt (other than capital lease obligations) owed to a Person other than Bank, Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) shall make a majority prepayment to Bank in an amount equal to 100% of the board net cash proceeds received by the Loan Parties from the incurrence of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or such Debt. (ii) Promptly upon the sale, transfer or disposition of any assets or property by any Loan Party (other than the sale of inventory in the ordinary course of business and the sale or disposal of obsolete, worn out or damaged equipment and inventory), Borrower shall make a prepayment to Bank in an amount equal to 100% of the net cash proceeds received by the Loan Parties from such sale, transfer or disposition; provided however, any net cash proceeds from the sale, transfer or disposition of assets of less than $5,000,000 in the aggregate received during any fiscal year of Borrower may be Reinvested by Borrower or such Subsidiary if the following conditions are satisfied: (A) promptly following the receipt of such net cash proceeds, Borrower provides to Bank a reinvestment certificate stating (1) that no Default or Event of Default has occurred and is continuing either as of the date of the receipt of such proceeds or as of the date of such reinvestment certificate, (2) that such proceeds have been received and (3) a description of the planned Reinvestment of such proceeds), (B) the Reinvestment of such proceeds is completed within 120 days and (C) no Default or Event of Default shall have occurred and be continuing at the time of the application of such proceeds to Reinvestment. If any such proceeds have not been Reinvested at the end of the periods provided above, Borrower shall promptly pay such net cash proceeds to Bank to be applied in accordance with this Section 2(c). (iii) Promptly upon the issuance of any Equity Interests in Borrower or any Consolidated Business sellsof its Subsidiaries, transfers, assigns or conveys assets, the book value of which (computed Borrower shall make a prepayment to Bank in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30an amount equal to 50% of the Capitalization Value, or (iii) net cash proceeds received by the portion Loan Parties from the issuance of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or such Equity Interests. (iv) Beginning with the Borrower fiscal year ending December 31, 2017 and for each fiscal year thereafter, on or its Subsidiaries or Affiliates or before 45 days after the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% end of the total number of shopping centers in which the Borrower has an ownership interest such fiscal year (the date any such event shall occur being the “Prepayment ECF Payment Date”), Borrower will calculate the Revolving Credit Commitments shall be terminated amount of the Excess Cash Flow as of the end of such fiscal year (such amount of Excess Cash Flow referred to herein as the “Original ECF Amount”), and the Borrower shall be required make a prepayment to prepay the Loans Bank (an “Excess Cash Flow Payment”) in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued an amount equal to the date 25% of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In Original ECF Amount; provided, however, that in the event that any Letter of Credit shall not be returnedBorrower’s Senior Funded Debt to EBITDA Ratio exceeds 2.375 to 1.00, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be an amount equal to 50% of the Original ECF Amount. Furthermore, upon receipt of the audited financial statements required to be delivered under Section 4(a)(i) for such fiscal year, Borrower will re-calculate the amount of the Excess Cash Flow as of the end of such fiscal year (such amount of Excess Cash Flow referred to herein as the “Adjusted ECF Amount”), and Borrower agrees to each of the following: A. If the Original ECF Amount exceeds the Adjusted ECF Amount, then on the ECF Payment Date for the next succeeding fiscal year, the Excess Cash Flow Payment due for such next succeeding fiscal year shall be reduced by an amount equal to the lesser of (1) the resulting decrease in the amount of Excess Cash Flow Payment if such payment had been calculated based on the Adjusted ECF Amount or (2) 15% of EBITDA for such fiscal year. B. If the Adjusted ECF Amount exceeds the Original ECF Amount, then on the ECF Payment Date for the next succeeding fiscal year, Borrower shall make an additional prepayment to Bank in an amount equal to the lesser of (1) the resulting increase in the Excess Cash Flow Payment if such payment had been calculated based on the Adjusted ECF Amount or (2) 15% of EBITDA for such fiscal year. All payments made under Section 2(c)(iv) and received by Bank shall be applied in payment of the Indebtedness in the following order: first, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); second, to outstanding principal amount of the Loans under the Draw Term Note (in inverse order of maturities until paid in full); third, to Bank’s costs and expenses; fourth, to the outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fifth, to the outstanding principal amount of the Loans under the Equipment Note; sixth, to prepay ratably any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and seventh, any remaining amount to the Loans Borrower. Any such reductions in the amount of the LendersNotes as provided in this Section 2(c)(iv) shall be in addition to all scheduled principal payments and optional payments. Amounts prepaid No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 4.1(d2(c)(iv) may not or any voluntary prepayment of the outstanding amounts of Notes as provided therein. All payments made under this Section 2(c) (other than under Section 2(c)(iv)) and received by Bank shall be reborrowedapplied in payment of the Indebtedness in the following order: first, to Bank’s costs and expenses; second, to outstanding principal amount of the Loans under the Term Note (in inverse order of maturities until paid in full); third, to outstanding principal amount of the Loans under the Draw Term Note (in inverse order of maturities until paid in full); fourth, to the outstanding principal amount of the loans under the Revolving Credit Note until paid in full; fifth, to the outstanding principal amount of the Loans under the Equipment Note; sixth, to prepay any outstanding Indebtedness, including providing cash collateral any undrawn letters of credit issued hereunder; and seventh, any remaining amount to the Borrower. As used Any such reductions in the amount of the Notes as provided in this Section 4.1(d2(c) only, shall be in addition to all scheduled principal payments and optional payments. No prepayment penalty or premium shall be required with respect to any mandatory prepayment made pursuant to this Section 2(c) or any voluntary prepayment of the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertyoutstanding amounts of Notes as provided therein.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assetsassets in a single transaction or a series of related transactions, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (y) a majority of entity and does not control the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the such surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assetsCompany, the book value Borrower, any of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, its Affiliates or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an a direct ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Term Loan Maturity Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and . (ii) If the Borrower, the Company or any Subsidiary receives any Net Offering Proceeds or any Eligible Net Cash Proceeds, the Borrower shall return prepay the Loans on the date such Eligible Net Offering Proceeds or cause to Net Cash Proceeds are received as follows: (A) 100% of the Net Offering Proceeds of any Capital Markets Transaction consisting of a convertible securities offering shall be returned all Letters of Credit applied to the applicable Lender. In repayment of the event Term Loan; (B) 100% of the aggregate amount of (1) the Net Offering Proceeds of all other Capital Markets Transactions (other than the convertible securities offering described in clause (A) above) and (2) the Eligible Net Cash Proceeds shall be applied to the repayment of the Term Loan; provided that the Borrower may, at its option at any Letter time, apply up to $200,000,000 in the aggregate of such Net Offering Proceeds and Eligible Net Cash Proceeds to repay the outstanding loans under the Existing Revolving Credit Agreement, and amounts so applied to such repayment of loans under the Existing Revolving Credit Agreement shall not be returned, then required to be applied to the provisions prepayment of Section 3.4 shall apply and the Borrower shall comply with the sameLoans. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(c) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” Such prepayment shall not include (i) sales or conveyances among Borrower affect any rights and any Consolidated Businesses, or (ii) mortgages secured by Real Propertyremedies that the Agents and Lenders may otherwise have hereunder.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at Upon the issuance of any time from and after Capital Stock by Stratagene (other than pursuant to the Closing Date: Merger Agreement or pursuant to equity incentive programs maintained by Stratagene to the extent of proceeds therefrom not exceeding (i) either $75,000 for any period of twelve consecutive calendar months (or any shorter period thereof) ending on the Borrower first to occur of the Merger Effective Date or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority date upon which Stratagene completes an initial public offering of its senior management, immediately prior to equity securities (the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, "IPO Date") or (ii) $500,000 for each period of twelve consecutive calendar months commencing on the Borrower first to occur of the Merger Effective Date or the IPO Date) or BH LLC to any Consolidated third party or the sale of any assets by any Business sellsCredit Party to any third party (other than (a) the BH Asset Acquisition, transfers(b) inventory or other assets sold in the ordinary course of business, assigns (c) in connection with an exchange of equipment or conveys assetsinventory for like equipment or inventory of substantially equivalent value, (d) obsolete, worn out or surplus property sold in the book ordinary course of business, (e) the license of intellectual property in the ordinary course of business and (f) asset sales in any calendar year, singly or in the aggregate, with respect to which the value of which (computed in accordance with GAAP but without deduction for depreciationproceeds received or to be received is less than $150,000), Customer shall simultaneously prepay the outstanding principal amount of the Term Loan in an amount equal to the aggregate stated value of all proceeds received or to be received by Stratagene, BH LLC or such salesBusiness Credit Party in connection with such issuance of Capital Stock or sale of assets (net of ordinary and customary costs of closing, transfersincluding, assignmentswithout limitation, foreclosuresreasonable legal, or conveyances exceeds 30% underwriting, brokerage, and similar fees, and taxes). Any prepayment of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings principal amount of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments Term Loan shall be terminated and applied to required principal payments in inverse order of maturity. Notwithstanding the Borrower foregoing, Customer shall not be required to prepay the Loans in their entirety as if outstanding principal amount of the Prepayment Date were Term Loan with the Revolving Credit Termination Date. The Borrower shall immediately make net proceeds of any such prepayment together with interest accrued sale of assets to the date extent the Customer notifies MLBFS in writing that one or more of the Business Credit Parties intends to use such net proceeds to replace the assets sold with assets which are to be used by any Business Credit Party in connection with the operation of its business and such net proceeds are so used within 180 days of the date such net proceeds are received by any one or more of the Business Credit Parties. Customer shall, at the end of such 180 day period, make a prepayment on or an additional prepayment of the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant Term Loan in an amount equal to this Section 4.1(d) may any such net proceeds not be reborrowed. As used in this Section 4.1(d) only, so expended by the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured Business Credit Parties by Real Propertythe end of such 180 day period.

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business Subsidiary sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Businesses Subsidiaries exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases 35 37 to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers Shopping Centers in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property. (ii) On or before June 24, 1999, Borrower shall be required to prepay the Loans in an amount equal to $450,000,000. In addition, on or before March 24, 2000, Borrower shall be required to prepay the Loans in an additional amount equal to $450,000,000. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. (iii) Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed.

Mandatory Prepayment. If at any time from and after the Closing -------------------- Date: : (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority in violation of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entitySection 10.7 hereof, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the --------------- Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such -------------- prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this -------------- Section 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not -------------- include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.. Any amount so prepaid pursuant to this Section 4.1(d) may not be reborrowed. --------------

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section SECTION 4.1(d) may not be reborrowed. As used in this Section SECTION 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower Partnership or the Company merges or consolidates with another Person and either (x) the Borrower Partnership or the Company, as the case may beapplicable, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) within any twelve (12) month period, the Borrower Credit Party or any Consolidated Business Businesses or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Borrower Closing Date) of the Credit Party and its Consolidated Businesses exceed exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower Credit Party or its Subsidiaries or Affiliates or any Affiliate of the Management Company Credit Party, collectively, ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower Credit Party has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall --------------- be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each -------------- such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(d)(i) may not be reborrowed. As ----------------- used in this Section 4.1(d4.1(d)(i) only, the phrase “"sells, transfers, assigns or ----------------- conveys” " shall not include (i) sales or conveyances among Borrower Credit Party and any Consolidated Businesses, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Partnership or the Company or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property. (ii) If an Event of Default shall occur under Section ------- 10.13(e) hereof and for so long as it shall be continuing, then, in addition of -------- all other rights and remedies of the Administrative Agent and the Lenders hereunder in respect of such Event of Default, the Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of -------- ------- External Revenues, nor any demand therefor or acceptance thereof by the Administrative Agent, the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Obligation of the Borrower, or of any right, remedy or recourse of the Administrative Agent and the Lenders, in connection with such Event of Default.

Mandatory Prepayment. If at Borrower shall prepay the Loans, ratably -------------------- amongst Lenders in accordance with their respective Pro Rata Shares, with the Net Cash Proceeds received by Borrower or the New Holding Company from the borrowing, sale or placement of any time from and after equity (other than any issuance to satisfy the Closing Date: $5,000,000 requirement described in Section 3.2(d)) or senior or -------------- subordinated debt in a public offering or private placement or in a bank financing (excluding (i) either any proceeds up to $75,000,000 received from the Borrower Credit Facility as in effect on the Closing Date or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior pursuant to amendments to the merger do not continue as directors of the surviving entity, or do not continue borrowing base entered into from time to be employed as senior management of the surviving entity, or time thereafter and (ii) proceeds from any vendor, lease or purchase money financing) (each, a "Capital Markets Transaction"). Borrower shall, not later than the Borrower or --------------------------- Business Day immediately following any Consolidated Business sellsCapital Markets Transaction, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all apply such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required Net Cash Proceeds to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) 2.10, without ------------ premium or penalty, by paying to Agent on behalf of each Lender an amount equal to 100% of such Lender's pro rata share of the aggregate principal amount of the Loans to be prepaid, plus accrued and unpaid interest thereon to the Prepayment Date and any applicable breakage costs. To the extent that such Net Cash Proceeds exceed amounts due hereunder under the preceding sentence, any excess net proceeds shall constitute a dollar for dollar permanent reduction of the Maximum Amount. Amounts prepaid may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower Loan Party or the Company GGP, Inc. merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, Loan Party is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower Loan Party or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Borrower Closing Date) of the Loan Party and its their Consolidated Businesses exceed Subsidiaries exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower Loan Party or their Subsidiaries has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d4.1(d)(i) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances between or among Borrower Loan Party and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Loan Party or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property, or (iv) sales or conveyances of non-mall assets of JP Realty, Inc. and its Subsidiaries. (ii) If (A) an Event of Default shall occur under Section 10.12(e) hereof and for so long as it shall be continuing, then, in addition to all other rights and remedies of the Administrative Agent and the Lenders hereunder in respect of such Event of Default, or (B) the ratio as of the first day of a calendar quarter of (i) Combined EBITDA for the immediately preceding calendar quarter to (ii) Fixed Charges shall be less than 1.6 to 1.0, then until such time as such ratio shall equal or exceed 1.6 to 1.0 measured as of the first day of a subsequent calendar quarter for the immediately preceding four calendar quarters, the Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of External Revenues, nor any demand therefor or acceptance thereof by the Administrative Agent, the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Obligation of the Borrower, or of any right, remedy or recourse of the Administrative Agent and the Lenders, in connection with an Event of Default as described in clause (A) of this Section. (iii) Immediately upon receipt by GGP, Inc. or a Loan Party of any External Revenues at any time other than as described in Section 4.1(d)(ii) above, the Borrower shall repay the Loans in an amount calculated as follows: (A) if at the time such External Revenues are received the amount of Credit Obligations outstanding hereunder is more than $150,000,000, the amount of such External Revenues which must be used to repay Loans shall equal 80% of such External Revenues. (B) if at the time such External Revenues are received the amount of Credit Obligations outstanding hereunder is equal to or less than $150,000,000, the amount of such External Revenues which must be used to repay Loans shall equal 70% of such External Revenues.

Mandatory Prepayment. If at any time from and after the Closing Date, the Company, the Borrower, or any of its Consolidated Subsidiaries receives proceeds from the sale, transfer, assignment, conveyance or refinancing of an Unencumbered Project, the Borrower shall be required to prepay a portion of the Loans in an amount equal to the Net Cash Proceeds received by the Borrower or the Company or the Borrower's pro rata share of Net Cash Proceeds received by such Consolidated Subsidiary. If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (y) a majority of entity and does not control the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the such surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assetsCompany, the book value Borrower, any of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, its Affiliates or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an a direct ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination DateDate and, the Revolving Credit Commitments thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameIssuing Bank. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) (other than amounts prepaid pursuant to the first sentence of this Section 4.1(d)) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells"sale, transferstransfer, assigns assignment or conveys” conveyance" shall not include (i) sales or conveyances among Borrower and any of its Consolidated BusinessesSubsidiaries, or (ii) mortgages or other security interests secured by Real PropertyProperty or other Property which are permitted under this Agreement. Such prepayment shall not affect any rights and remedies that the Agents and Lenders may otherwise have hereunder.

Mandatory Prepayment. If If, at any time from and after the Closing -------------------- Date: , (i) either the Borrower or the Company or Borrower merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (yii) a majority of the board of directors of the Company, and the majority Borrower, any of its senior management, immediately prior consolidated Subsidiaries ceases to the merger do provide property management services (excluding for such purposes property management contracts with third parties that are terminable on not continue as directors of the surviving entity, or do not continue more than 30 days' notice) to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction Properties accounting for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30at least 80% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings base rental revenues from all of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers Properties in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the --------------- Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination DateMaturity Date and the Commitments thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid Prepayment Date and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameIssuing Bank. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f)2.11(5) hereof. Each such prepayment shall be applied to prepay ratably -------------- the Loans of the LendersLender. Amounts prepaid pursuant to this Section 4.1(dsubsection (5) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. (A) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances 52 exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In . (B) The Borrower shall prepay (i) on the event that any first anniversary of the Closing Date, an amount equal to that, if any, required to reduce the outstanding Loans and Letter of Credit shall not be returnedObligations to an amount equal to sixty six and two-third percent (66 2/3%) of the aggregate Commitments as of the Closing Date, then and (ii) on the provisions eighteen (18) month anniversary of Section 3.4 shall apply the Closing Date, an amount equal to that, if any, required to reduce the outstanding Loans and Letter of Credit Obligations to an amount equal to thirty three and one-third percent (33 1/3%) of the aggregate Commitments as of the Closing Date. (C) Within ten (10) Business Days after receipt of any Net Bond Proceeds after the Initial Funding Date, the Borrower shall comply with prepay the same. Loans (other than the Loans attributable to the Special Tranche in the case of any Net Bond Proceeds to be paid prior to the first anniversary of the Closing Date) in an amount equal to fifty percent (50%) of the Net Bond Proceeds. (D) In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section SECTION 4.1(d) may not be reborrowed, and all Commitments shall be reduced ratably, except as specifically set forth in SECTION 2.1(a). As used in this Section SECTION 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time during the term of this Agreement, the Company shall receive Net Offering Proceeds and/or Net Cash Proceeds (but only in connection with a refinancing or a sale of equity interests in the Borrower, the Company, RMOP or any Subsidiary of any of them) in excess of $300,000,000, then, simultaneously therewith, the Company shall repay the Loans in an amount equal to the lesser of (x) the aggregate Net Offering Proceeds and/or such Net Cash Proceeds received by the Company from and after the date hereof in excess of $300,000,000, and (y) the outstanding principal balance of the Loans. In addition, if such aggregate Net Offering Proceeds and/or Net Cash Proceeds received by the Company exceed the outstanding principal balance of the Loans, then the outstanding Commitments shall be reduced by an amount equal to such excess. If at any time from and after the Closing Date: (i) either the Company, RMOP or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, RMOP or Borrower, as the case may be, is not the surviving entity, or (yii) a majority of the board of directors of the Company, and the majority Borrower, any of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, Affiliates or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its consolidated Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an a direct ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and Borrower and/or RMOP, as the Borrower case may be, shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Termination Date and, the Credit Termination DateCommitment thereupon shall be terminated; provided that RMOP shall not be liable to make any payment in excess of the RMOP Obligations, and provided further that in the case of a merger or consolidation of RMOP pursuant to clause (i), RMOP shall have no further right to request Loans hereunder. The Borrower and RMOP shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event prepaid; provided that any Letter of Credit RMOP shall not be returned, then liable to make any payment in excess of the provisions of Section 3.4 shall apply and the Borrower shall comply RMOP Obligations together with the sameinterest thereon. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower and RMOP shall also pay any applicable expenses pursuant to Section 5.2(f); provided that RMOP shall not be liable for any such payment other than any such payments incurred in connection with the RMOP Obligations. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower Company, the Partnership or the Company GGP, Inc. merges or consolidates with another Person and either (x) the Borrower or the Company, the Partnership or GGP, Inc., as the case may beapplicable, is not the surviving entity, entity (provided that nothing herein or (y) in any other Loan Document shall prohibit a majority of merger between the board of directors of the Company, Company and the majority Partnership, regardless of its senior management, immediately prior to the merger do not continue as directors of which entity is the surviving entity, or do not continue to be employed so long as senior management of contemporaneously with such merger the surviving entityBorrower shall assume the non-surviving Borrower's obligations under the Loan Documents pursuant to documentation in form and substance reasonably satisfactory to the Requisite Lenders), or (ii) the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% Subsidiaries exceeds twenty-five percent (25%) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section SECTION 4.1(d) may not be reborrowed. As used in this Section SECTION 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Borrower or Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property, or (iv) sales or conveyances of non-mall assets of Price Development Company, Limited Partnership and its Subsidiaries.

Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans within 1 Business Day at any time that the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time from and after the Closing Date: (i) either Borrower has complied with the Borrower or first sentence of this Section 2.05(c)(i), the Company merges or consolidates with another Person and either aggregate Letter of Credit Obligations is greater than the lesser of (x) the Borrower or the CompanyTotal Revolving Credit Commitment, as the case may be, is not the surviving entity, or and (y) a majority of the board of directors of then current Borrowing Base, the Company, and the majority of its senior management, immediately prior Borrower shall provide cash collateral to the merger do not continue Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as directors the aggregate Letter of Credit Obligations plus the surviving entity, or do not continue to be employed as senior management aggregate principal amount of all outstanding Revolving Loans no longer exceeds the surviving entity, or then current Borrowing Base. (ii) The Borrower will immediately prepay the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, outstanding principal amount of the book value Term Loan and the outstanding principal amount of which (computed in accordance with GAAP but without deduction for depreciation), the Delayed Draw Term Loans in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of event that the Capitalization Value, or Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the portion of Capitalization Value attributable Administrative Agent’s Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2007 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to (A) the greater of (x) 50% of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, and (y) 50% of North American Excess Cash Flow of the Parent and its North American Subsidiaries for such Fiscal Year, minus (B) the sum of (x) the amount of all voluntary prepayments of the Term Loan made during such period pursuant to Section 2.05(b)(ii), and (y) the amount of all voluntary prepayments of the Delayed Draw Term Loans made during such period pursuant to Section 2.05(b)(iii). (v) Within 1 Business Day of delivery to the Agents and the Lenders of the Borrowing Base Certificate pursuant to Section 7.01(a), the Borrower will immediately prepay the outstanding principal amount of the Loans to the extent that the outstanding principal amount of the Term Loan, plus the outstanding principal amount of the Delayed Draw Term Loans, plus the aggregate Limited Minority Holdings outstanding principal amount of all Revolving Loans, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds the aggregate amount of Collections from Accounts Receivable of the Borrower and its Consolidated Businesses exceed 20% the Domestic Guarantors during the 180 days immediately preceding such date, to the full extent of Capitalization Value, or any such excess. (ivvi) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% Within 1 Business Day of the total number receipt of shopping centers any proceeds of any Disposition by the Parent or any of its Domestic Subsidiaries and within 3 Business Days of the receipt of any proceeds of any Disposition by any Foreign Subsidiary of the Parent, in which each case other than a Permitted Disposition (other than a Permitted Disposition of the Borrower has an ownership interest type described in clauses (a), (b), and (s) of the date any such event shall occur being the definition of “Prepayment DatePermitted Dispositions”), the Revolving Credit Commitments Borrower shall be terminated prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (vi) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than a Permitted Disposition. (vii) Within 1 Business Day of the receipt of any proceeds of any issuance or incurrence by the Parent or any of its Domestic Subsidiaries of any Indebtedness and within 3 Business Days of the receipt of any proceeds of any issuance or incurrence by any Foreign Subsidiary of any Indebtedness (in each case, other than Indebtedness referred to in clauses (a), (b), (d) — (j), and (l) — (s) of the definition of “Permitted Indebtedness”), the Borrower shall be required to prepay the Loans in their entirety as if an amount equal to 100% of the Prepayment Date were the Revolving Credit Termination DateNet Cash Proceeds received by such Person in connection therewith. The Borrower shall immediately make such prepayment together with interest accrued to the date provisions of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit this subsection (vii) shall not be returneddeemed to be implied consent to any such issuance or incurrence otherwise prohibited by the terms and conditions of this Agreement. (viii) Within 1 Business Day of the sale or issuance by the Parent or any of its Domestic Subsidiaries of any shares of its Capital Stock and within 3 Business Days of the sale or issuance by any Foreign Subsidiary of any shares of its Capital Stock (in each case, then other than issuances of (A) common Capital Stock by any Subsidiary of the provisions Parent to its parent, (B) Capital Stock issued by the Parent pursuant to a stock incentive plan for its or its Subsidiaries’ officers, directors or employees, or (C) common Capital Stock of Section 3.4 shall apply and the Borrower shall comply Parent issued upon conversion of the Senior Convertible Notes in accordance with the same. In connection with Indenture for the prepayment of any Loan prior to 10% Senior Convertible Notes or the maturity thereofSeries A Preferred Stock), the Borrower shall also pay prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (viii) shall not be deemed to be implied consent to any applicable such sale or issuance otherwise prohibited by the terms and conditions of this Agreement. (ix) Within 1 Business Day of the receipt by the Parent or any of its Domestic Subsidiaries of any Extraordinary Receipts and within 3 Business Days of the receipt by any Foreign Subsidiary of the Parent of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Extraordinary Receipts in any Fiscal Year. (x) If, at any time, (A) the sum of the outstanding principal amount of the aggregate outstanding amount of all Term Loan Obligations, plus the aggregate outstanding amount of all Revolving Loan Obligations, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds (B) the product of (I) 2.00 times (II) TTM EBITDA calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.2(f7.01(a) (such excess being referred to as the “Limiter Excess”). Each such prepayment , then the Borrower shall be applied to immediately prepay ratably the Loans of in aggregate amount equal to the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real PropertyLimiter Excess.

Mandatory Prepayment. If at Borrower shall use to prepay the outstanding principal of the Term Loan all net proceeds (taking into account any time from underwriting discounts or commissions and after other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the Closing Date: foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) of (i) either the Borrower any disposition of all or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority any part of its senior managementassets permitted hereunder, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization ValueDebt permitted to be incurred hereunder, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “insurance claim. Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses made pursuant to this Section 5.2(f). Each such prepayment 4.2(b) shall be applied to prepay ratably the Loans Term Loan in the inverse order of maturity. Notwithstanding the Lenders. Amounts prepaid pursuant foregoing, no prepayment shall be required for (x) the transfer of assets to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns any Borrower or conveys” shall not include Guarantor to any other Borrower or Guarantor; (iy) sales or conveyances among 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 Consolidated Businessessuch asset to be disposed of exceeds $75,000, the Majority Lenders shall have first consented to such disposition, and (z) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof (ii) mortgages secured by Real Propertyother than under the Account Purchase Credit Agreement); provided, that in no event shall such amount exceed $100,000. 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 (an “Equity Raise”), such Equity Raise shall not be subject to a mandatory prepayment under this Section 4.2(b), so long as no Default or Event of Default exists at the time of such Equity Raise; provided, that Borrower shall not use any of the proceeds 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 at (a) At any time from and after the Closing Date: (i) either Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower pursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, promptly upon receipt of the Net Cash Proceeds from any Asset Sale or sale/leaseback transaction with respect to the Company merges Borrower's or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entityits Subsidiaries' motor vehicles, or (y) a majority receipt of the board any insurance proceeds with respect to properties or assets of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereofSubsidiaries, the Borrower shall also pay prepay the Advance in accordance with Section 2.9(e) in an amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such Asset Sales or insurance proceeds during any applicable expenses twelve month period exceeds $250,000, and 100% of the amount of Net Cash Proceeds received from any such sale/leaseback transaction. (b) At any time after the Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower pursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, promptly upon receipt of Net Cash Proceeds from the issuance of Institutional Debt or Subordinated Debt (other than the Energy Capital Subordinated Debt) by Borrower or any of its Subsidiaries, the Borrower shall prepay the Advance in accordance with Section 5.2(f). Each such prepayment shall be applied 2.9(e) in an amount equal to prepay ratably the Loans 100% of the Lenders. Amounts prepaid amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000. (c) At any time after the Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) onlythe Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, promptly upon receipt of Net Cash Proceeds from the issuance of Capital Stock by Borrower or any of its Subsidiaries, the phrase “sellsBorrower shall prepay the Advance in accordance with Section 2.9(e) in an amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000. (d) At any time after the Senior Debt is repaid in full, transfersthe Senior Lenders have no obligations to make further loans to the Borrower pursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, assigns and commencing on March 31, 2003 and on each March 31 thereafter, the Borrower shall prepay the Advance in accordance with Section 2.9(e) in an amount equal to 50% of Excess Cash Flow, if any, for the Fiscal Year ending immediately preceding each such March 31 so long as the Funded Debt to EBITDA Ratio for such Fiscal Year is 2.25 to 1.00 or conveys” greater. (e) Any prepayment made under Sections 2.9(a), (b), (c) and (d) shall not include (i) sales or conveyances among Borrower be applied first to accrued interest and any Consolidated Businesses, or the remainder to principal and (ii) mortgages secured by Real Propertynot be subject to any minimum payment provisions contained in this Agreement.