Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the The Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of any of the following (each a “"Mandatory Prepayment Event”") at the following times and in the following amounts (such applicable amounts being referred to as “"Designated Proceeds”"): (i) Concurrently with consummation the receipt by any Borrower or any Subsidiary of any Borrower of any Net Cash Proceeds from any Asset DispositionSale, in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and. (ii) Solely Concurrently with respect the receipt by any Borrower or any Subsidiary of any Borrower of any Net Cash Proceeds from any issuance of equity securities (excluding, to Asset Dispositions the extent otherwise permitted to be made hereunder, (w) any issuance of Borrowersshares of capital stock to any current shareholder, a Senior Officer (x) any issuance of Parent shall deliver a Compliance Certificate that shows that shares of capital stock pursuant to any employee or director stock option program, benefit plan or compensation program, and (y) any issuance by any Subsidiary of any Borrower to such Borrower) in an amount equal to 100% of such Net Cash Proceeds. (iii) Concurrently with the Loan receipt by any Borrower or any Subsidiary of any Borrower of any Net Cash Proceeds from any issuance of any Debt (excluding Debt permitted by clauses (a) through (i) of Section 11.7,but including any Subordinated Debt), in an amount equal to Value Ratio is not greater than 100% of such Net Cash Proceeds. (iv) Within one hundred twenty (120) days after the end of Fiscal Year 2000 and ninety (90) days after the end of each Fiscal Year thereafter, in an amount equal to (i) seventy-five percent (75%) taking into account of Excess Cash Flow for such Fiscal Year if the Asset Disposition. In Total Debt to EBITDA Ratio for the event the Loan to Value Ratio Computation Period ending on December 31 of such Fiscal Year is greater not less than seventy-five 3.00:1.00 or (ii) fifty percent (7550%) of Excess Cash Flow for such Fiscal Year if the Total Debt to EBITDA Ratio for the Computation Period ending on December 31 of such Fiscal Year is less than 3.00:1.00, in each case as determined by reference to the Compliance Certificate accompanying the respective annual audit report and delivered for such Computation Period in accordance with Section 11.1.3. (v) Concurrently with the receipt by any Borrower may elect or any Subsidiary of any Borrower of any proceeds of the Life Insurance, in an amount equal to prepay the Loan in order to bring the Loan to Value Ratio into compliance100% of such proceeds. (b) The If on any day the Revolving Outstandings exceed the Borrowing Base, the Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) immediately prepay Revolving Loans and/or Cash Collateralize the Administrative Agent (for the benefit outstanding Letters of Credit, or do a combination of the Lenders) any amounts due or owing pursuant foregoing, in an amount sufficient to Section 8.4eliminate such excess. (c) Subject If, on any day on which the Revolving Commitment Amount is reduced pursuant to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned)Section 6.1.3, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Revolving Outstandings exceed the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005Revolving Commitment Amount, the Borrowers shall cause such HUD Subsidiary to make immediately prepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or do a prepayment combination of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurredforegoing, in connection with an amount sufficient to eliminate such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4excess.

Mandatory Prepayments. (ai) [Reserved]. (ii) In connection with the event that, after the Agreement Date, any Asset DispositionBorrower Party or any Subsidiary of a Borrower Party shall incur any Funded Debt other than Funded Debt permitted under Section 8.1, one hundred percent (100%) of the Borrowers Net Cash Proceeds received by any Borrower Party or such Subsidiary from such incurrence shall make be paid within one (and, 1) Business Day of receipt of the proceeds thereof by such Borrower Party to the Lenders as applicable, shall cause each HUD Subsidiary, to make) a mandatory prepayment of the Loans until paid Obligations in full upon the occurrence accordance with Section 2.6(b). (iii) One hundred percent (100%) of the following Net Cash Proceeds from any sale, transfer, assignment or other disposition, whether voluntary, as a result of any enforcement action by any member of the Lender Group or otherwise (each a “Mandatory Prepayment Event”) at other than with respect to the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): sale, transfer or disposition of assets permitted under clauses (i) Concurrently with consummation and (ii) of Section 8.7(b)), or casualty or condemnation loss of any Asset DispositionCollateral or other assets of any Borrower Party shall be paid within two (2) Business Days of receipt thereof by any Borrower Party as a mandatory prepayment of the Obligations in accordance with Section 2.6(b). Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Parties may elect to reinvest Net Cash Proceeds from any such sale, transfer, assignment or other disposition or any such casualty or condemnation loss of any Collateral or such other assets, so long as the Borrower Parties (a)(i) notify the Administrative Agent in writing on or prior to the date any payment thereof would have been required hereunder of the intent to reinvest such Net Cash Proceeds in similar assets for the business of a Borrower Party (which assets shall be consistent with the assets utilized by such Borrower Party in the ordinary course of its business) and identifies the long-term assets which shall constitute such reinvestment within 180 days of the date of such sale or receipt of insurance proceeds and (ii) confirm that such Net Cash Proceeds have been deposited into a Blocked Account, which Net Cash Proceeds when so deposited (A) shall constitute Collateral, securing the payment of the Obligations then outstanding, (B) may be withdrawn by the applicable Borrower Party solely to reinvest in such identified long-term assets that are useful in the business of such Borrower Party and (C) shall, upon the Administrative Agent’s request following the occurrence and during the continuance of an Event of Default, be applied (or an amount equal to such Net Cash Proceeds shall be applied) to the prepayment of the Obligations as set forth above in Section 2.6(b) and (b) deliver a certificate from the Borrower to the Administrative Agent that states that the Borrower Parties have reinvested such Net Cash Proceeds in the business of a Borrower Party within 180 days of the date of such sale or receipt of insurance proceeds (the “Net Cash Proceeds Reinvestment Period”). If and to the extent such Net Cash Proceeds are not fully reinvested during the Net Cash Proceeds Reinvestment Period, an amount equal to such remaining Net Cash Proceeds is required to be applied to prepay the Obligations in accordance with Section 2.6(b) immediately upon the expiration of the Net Cash Proceeds Reinvestment Period. (iv) One hundred percent (100%) of the Extraordinary Receipts in excess of $2,500,000 in the aggregate in any fiscal year received by any Borrower Party or any of its Subsidiaries shall be paid within five (5) Business Days of receipt thereof by the Borrower Parties to the Lenders as a mandatory prepayment of the Obligations in accordance with Section 2.6(b). Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Parties may elect to reinvest amounts constituting Extraordinary Receipts under clause (a), (b) or (d) of the definition thereof, so long as the Borrower Parties (a)(i) notify the Administrative Agent in writing on or prior to the date any payment thereof would have been required hereunder of the intent to reinvest such Extraordinary Receipts in the business of a Borrower Party and identifies the long-term assets which shall constitute such reinvestment within 180 days of the date of receipt of such proceeds and (ii) confirm that such Extraordinary Receipts have been deposited into a Blocked Account, which Extraordinary Receipts when so deposited (A) shall constitute Collateral, securing the payment of the Obligations then outstanding, (B) may be withdrawn by the applicable Borrower Party solely to reinvest in such identified long-term assets that are useful in the business of such Borrower Party and (C) shall, upon the Administrative Agent’s request following the occurrence and during the continuance of an Event of Default, be applied (or an amount equal to such Extraordinary Receipts shall be applied) to the prepayment of the Obligations as set forth above in Section 2.6(b) and (b) deliver a certificate from the Borrower to the Administrative Agent that states that the Borrower Parties have reinvested such Extraordinary Receipts in the business of a Borrower Party within 180 days of the date of receipt of such proceeds (the “Extraordinary Receipts Reinvestment Period”). If and to the extent such Extraordinary Receipts are not fully reinvested during the Extraordinary Receipts Reinvestment Period, an amount equal to such remaining Extraordinary Receipts is required to be applied to prepay the Obligations in accordance with Section 2.6(b) immediately upon the expiration of the Extraordinary Receipts Reinvestment Period. (v) On the date that is ten (10) Business Days after the earlier of (A) the date on which the quarterly unaudited financial statements for any fiscal quarter (commencing with the fiscal quarter ending June 30, 2018) are delivered pursuant to Section 7.1(b), or (B) the date on which such financial statements were required to be delivered pursuant to Section 7.1(b) (the “ECF Prepayment Date”), the Borrower Parties shall make a mandatory prepayment of the Obligations in an amount equal to 100% fifty percent (50%) of Excess Cash Flow for such fiscal quarter in accordance with Section 2.6(b). Each such prepayment shall be accompanied by a certificate signed by an Authorized Signatory of the lesser of (A) Net Cash Proceeds, and (B) Borrower Parties certifying the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to the Administrative Agent. (as defined in vi) Any payments due under this Section 10.15(b)2.6(c) of shall be accompanied by all accrued interest on the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment principal amount of the Loans (until such time being prepaid and applied in the manner set forth in Section 2.10 and shall be subject to any applicable prepayment premiums set forth herein and in the other Loan Documents. Within the parameters of the applications set forth above, prepayments of the Term Loans pursuant to this Section 2.6(c) shall be applied first to Base Rate Advances and then to Eurodollar Advances in direct order of Eurodollar Advance Period maturities. Nothing in this Section 2.6(c) shall be deemed to allow the Borrower Parties to issue Equity Interests or incur Funded Debt except as otherwise not prohibited by this Agreement and the Loans have been paid other Loan Documents. Notwithstanding anything contained in fullthis Section 2.6(c) upon to the occurrence contrary, each Lender shall be permitted in its sole discretion to decline all or any portion of any mandatory prepayment required pursuant to the terms hereof, other than mandatory prepayments required under clause (v) of this Section 2.6(c). (vii) The Borrower shall give prior written notice of any prepayment required under this Section 2.6(c) to the Administrative Agent as far in advance thereof as is reasonably practicable (and in any event at least three Business Days prior thereto), and, except with respect to prepayments required pursuant to clause (v) above, deliver to the Administrative Agent at least three Business Days prior to making of each such refinancing prepayment, a certificate signed by an Authorized Signatory of the amount that Borrower setting forth in reasonable detail the cash proceeds calculation of such new financing exceeds (i) the amount of such prepayment. Each notice of prepayment shall specify the Debt prepayment date and the principal amount of the Term Loans to be repaid (including any prepaid. Notwithstanding anything to the contrary herein, failure to provide such notice hereunder shall not preclude the Borrower’s ability to make such prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4hereunder.

Mandatory Prepayments. In addition to any prepayment required in accordance with Section 10.2 as a result of an Event of Default hereunder, the Loans shall be subject to mandatory prepayment as follows: (ai) In connection with If the SPAC or a Loan Party or any Asset DispositionSubsidiary of a Loan Party shall at any time or from time to time receive Net Proceeds in the aggregate amount in excess of $25,000,000 from the issuance of Equity Interests pursuant to one or more SPAC Share Purchase Agreements, then (A) the Borrowers shall promptly notify Agent of such issuance of Equity Interests (including the amount of the estimated Net Proceeds to be received by the SPAC or a Loan Party and/or such Subsidiary in respect thereof) and (B) within five (5) Business Days of receipt thereof by the SPAC or a Loan Party and/or such Subsidiary of the Net Proceeds of such issuance, the Borrowers shall make (anddeliver, or cause to be delivered, an amount equal to 25% of such excess Net Proceeds to Agent for distribution to the Lenders as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):Loans. (iii) Concurrently with consummation If a Loan Party or any Subsidiary of a Loan Party shall at any time or from time to time (x) directly or indirectly, sell, transfer or otherwise dispose of any Asset Dispositionasset in a manner not permitted hereunder or (y) suffer an Event of Loss, in an amount equal to 100% of the lesser of then (A) the Borrowers shall promptly notify Agent of such proposed disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds, Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) the appraised Value for within five (5) Business Days of receipt thereof by a Loan Party and/or such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit Subsidiary of the Lenders) any amounts due Net Proceeds of such disposition or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel Event of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005Loss, the Borrowers shall deliver, or cause to be delivered, such HUD Subsidiary excess Net Proceeds to make Agent for distribution to the Lenders as a prepayment of the Loans (until Loans. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such time as prepayment shall not be required to the Loans have been paid extent a Loan Party or such Subsidiary reinvests the Net Proceeds of such disposition or Event of Loss in full) upon productive assets of a kind then used or usable in the occurrence business of any the Borrowers or such refinancing by Subsidiary within 180 days after the amount date of such disposition or Event of Loss; provided that the cash proceeds applicable Borrower notifies Agent of such new financing exceeds (i) the amount Borrower’s or such Subsidiary’s intent to reinvest and of the Debt to be repaid (including any prepayment premiumscompletion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4respectively.

Mandatory Prepayments. (a) In connection with If at any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, time prior to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): Release of Security Date (i) Concurrently with consummation the sum of any Asset Dispositionthe aggregate outstanding principal amount of the Revolving Credit Loans, in an amount equal to 100% the Swing Loans and the Letter of Credit Liabilities exceeds the lesser of (A) Net Cash Proceeds, and the Total Revolving Credit Commitment or (B) the appraised Value Pool Availability, or (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities exceeds the lesser of (A) the Total Commitment or (B) the Pool Availability, then the Borrower shall, within fifteen (15) calendar days of such occurrence, pay the amount of such excess to the Agent for such parcel the respective accounts of Borrower’s Real Estate set forth the Revolving Credit Lenders (in the applicable Appraisal, orcase of clause (i)(A)) or all of the Lenders (in the case of clauses (i)(B) and (ii)), as applicable, for application to the mutually agreed upon value set forth Revolving Credit Loans and, Swing Loans and Term Loans as provided in Schedule 6.1.2(a)(i) attached hereto for §3.4, together with any parcel of real estate owned by any HUD Subsidiaryadditional amounts payable pursuant to §4.7, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender for application to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In Revolving Credit Loans and Swing Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the event amount of any Swing Loans shall be paid solely to the Swing Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceLender. (b) The Borrowers In the event there shall remain responsible for have occurred a casualty with respect to any Pool Property and concurrently pay the Borrower or any Subsidiary Guarantor is required to repay the Loans pursuant to §7.7 or a Taking and the Borrower is required to repay the Loans pursuant to §7.7, the Borrower shall prepay the Loans within two (with any such mandatory prepayment2) the Administrative Agent (for the benefit Business Days of the Lenders) date of receipt by the Borrower, such Subsidiary Guarantor or the Agent of any amounts due Insurance Proceeds or owing Condemnation Proceeds in respect of such casualty or Taking, as applicable, in the amount required pursuant to Section 8.4the relevant provisions of §7.7; provided that the terms of this §3.2(b) shall no longer be applicable from and after the occurrence of the Release of Security Date. (c) Subject to Commencing upon the Administrative Agent’s written consent (which consent shall not be unreasonably delayedoccurrence of the Release of Security Date and continuing thereafter, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested if at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense sum of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each aggregate outstanding principal amount of the foregoing conditions in this subsection Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, then the Borrower shall, within fifteen (c15) are satisfiedcalendar days of such occurrence, pay the amount of such new appraisal shall replace and supersede excess to the Appraisal Agent for the applicable parcel respective accounts of Real Estate the Revolving Credit Lenders for purposes application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of this Agreementany Swing Loans shall be paid solely to the Swing Loan Lender. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) Commencing upon the occurrence of the Release of Security Date and continuing thereafter, if at any time the sum of the aggregate outstanding principal amount of Consolidated Total Unsecured Debt (including the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities) exceeds the Pool Availability, then the Borrower shall, within fifteen (15) calendar days of such refinancing occurrence reduce the aggregate amount of such Consolidated Total Unsecured Debt by the amount that the cash proceeds of such new financing exceeds excess (i) and if any such reduction is made with respect to the Obligations, then Borrower shall pay such amount to the Agent for the respective accounts of the Lenders for application to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to Swing Loans shall be paid on such Debtsolely to the Swing Loan Lender), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, Unless the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment Majority Facility Lenders in respect of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): Term Loan Facility shall otherwise agree, (i) Concurrently if any Indebtedness is incurred after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with consummation Section 7.2 as in effect on the date of any Asset Dispositionthis Agreement), in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b) and (ii) if any Capital Stock shall be issued after the date hereof by Holdings, the Borrower or any of its Subsidiaries (excluding any issuance of Capital Stock (x) the proceeds of which constitute Designated Equity Amounts or (y) issued as compensation to employees of Holdings, the Company or any of its Subsidiaries or to management of Holdings or any of its Subsidiaries in the ordinary course of business), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b). (b) Unless the Majority Facility Lenders in respect of the Term Loan Facility shall otherwise agree, if on any date Holdings, the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five Business Days thereafter, 100% of such Net Cash Proceeds shall be applied on such fifth Business Day toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 in any fiscal year of the Borrower, (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(d) and Section 2.18(b) and (iii) for purposes of this Section 2.12(b), the Net Cash Proceeds of any Asset Sale pursuant to Section 7.5(k) shall be equal to the lesser of (A) the amount of such Net Cash Proceeds, Proceeds and (B) the appraised Value for such parcel aggregate amount of Borrower’s Real Estate set forth Investments made by Holdings, the Borrower or any of their respective Subsidiaries in the applicable Appraisalrelevant Foreign Subsidiary after the Effective Date and, orin no event, as applicableshall the Net Cash Proceeds of all Asset Sales in respect of the Capital Stock of any Foreign Subsidiary for purposes of this Section 2.12(b) exceed the aggregate amount of Investments made by Holdings, the mutually agreed upon value set forth Borrower and their respective Subsidiaries in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that such Foreign Subsidiary after the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Effective Date. (c) Subject to Unless the Administrative Agent’s written consent (Majority Facility Lenders in respect of the Term Loan Facility shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year in which consent the Effective Date occurs, there shall not be unreasonably delayed, withheld or conditioned)Excess Cash Flow, the Borrowers may have any parcel Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of Real Estate reappraised such Excess Cash Flow toward the prepayment of the Term Loans as reasonably requested at any time as long as any set forth in Section 2.12(d) and Section 2.18(b). Each such new appraisal prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is ordered by Administrative Agentmade, are required to be delivered to the Lenders and (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) date such financial statements are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementactually delivered. (d) In connection with any refinancing The application of any HUD Debt prepayment pursuant to this Section shall be made first to Base Rate Loans and second to Eurodollar Loans (in a manner, to the extent practicable and permitted hereunder, which minimizes amounts payable under Section 2.21 as a result of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(bsuch prepayment)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a . Each prepayment of the Term Loans (until under this Section shall be accompanied by accrued interest to the date of such time as the Loans have been paid in full) upon the occurrence of any such refinancing by prepayment on the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4prepaid.

Mandatory Prepayments. (a) In connection with If at any Asset Dispositiontime there shall occur, the Borrowers shall make (andwhether voluntarily, as applicableinvoluntarily or by operation of law, shall cause each HUD Subsidiarya sale, to make) a prepayment transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser Collateral Property, (ii) any of the Collateral or (iii) any direct or indirect interest of Borrower in a Subsidiary Property Owner (each of (Ai), (ii) Net Cash Proceeds, and (Biii) the appraised Value being a “Transfer”), except for such parcel of Borrower’s Real Estate leasing activities permitted under §8.11 and Permitted Liens, as expressly set forth in §5.2, or approved by Agent in writing, all of the applicable AppraisalObligations outstanding on such date, ortogether with any and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. Each Subsidiary Property Owner acknowledges and agrees that all payments (less any customary expenses payable to any Person that is unrelated to the Borrower, Guarantors or any of their respective partners, members, managers, officers or directors or any Person affiliated with the Borrower, Guarantors or any their respective partners, members, managers, officers or directors) actually received by such Subsidiary Property Owner as applicable, a result of a Transfer shall be paid to Agent and will be deemed payments to Agent by Borrower. Agent shall apply any and all such payments actually received by Agent in satisfaction of the mutually agreed upon value set forth Obligations in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiaryaccordance with the terms hereof. Notwithstanding anything in this Agreement to the contrary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event Borrower or Aquia elects to transfer all of ▇▇▇▇▇ ▇▇▇▇▇ Center to a joint venture, then all of the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceObligations outstanding on such date, together with any and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. (b) The Borrowers shall remain responsible for and concurrently pay If at any time (with any such mandatory prepaymenti) the Administrative Agent Secured Credit Agreement is terminated, or (for the benefit ii) all of the Lenders“Revolving Credit Commitments” (as defined in the Secured Credit Agreement) are terminated, then in any of such events the Commitment under this Agreement shall terminate and the Borrower shall immediately pay to Agent on behalf of the Banks all principal, interest and other amounts due or owing pursuant to Section 8.4and payable under this Agreement. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested If at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense sum of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each aggregate of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede Outstanding Loans exceeds the Appraisal for the applicable parcel lesser of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt)Total Commitment, and (ii) the transaction fees and expenses actually incurredTotal Development Costs, in connection with the Borrower shall immediately pay the amount of such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) excess to the Administrative Agent (for the benefit respective accounts of the LendersBanks for application to the Loans. (d) any amounts due or owing pursuant Beginning the calendar quarter ending on March 31, 2010, and continuing on each June 30, September 30, December 31 and March 31 thereafter (each such day shall be referred to Section 8.4as a “Quarterly Reduction Date”), the Total Commitment shall automatically be reduced by $1,250,000. Borrower shall pay to Agent for the respective accounts of the Banks for application to the Loans such amount as is necessary so that the sum of the Outstanding Loans does not exceed the new Total Commitment from and after the most recent Quarterly Reduction Date.

Mandatory Prepayments. (ai) In connection with If on or after the Closing Date (1) the Borrower or any of its Subsidiaries shall incur Indebtedness for borrowed money pursuant to Section 7.2(c) pursuant to a public offering or private placement or otherwise, (2) the Borrower or any other Loan Party shall make an Asset DispositionSale pursuant to Section 7.6(i) or (3) a Recovery Event occurs, then, in each case, if and to the extent the applicable Net Cash Proceeds are not required to be applied to the payment of obligations of the Borrower or the other borrowers under the ABL Facility, the Borrowers Borrower shall make prepay, in accordance with this Section 3.4(c), the Term Loans in an amount equal to: (andA) in the case of the incurrence of any such Indebtedness other than Subordinated Indebtedness, 100% of the Net Cash Proceeds thereof, (B) in the case of the incurrence of any such Indebtedness that is Subordinated Indebtedness, 50% of the Net Cash Proceeds thereof; and (C) in the case of any such Asset Sale or Recovery Event, 100% of the Net Cash Proceeds thereof, in each case minus any Reinvested Amounts, with such prepayment to be made no later than the Business Day following the date of receipt of any such Net Cash Proceeds except that, in the case of clause (C), if any such Net Cash Proceeds are eligible to be reinvested in accordance with the definition of the term “Reinvested Amount” in Section 1.1 and the Borrower has not elected to reinvest such proceeds (or portion thereof, as applicablethe case may be), shall cause such prepayment to be made on the earlier of (x) the date on which the certificate of a Responsible Officer of the Borrower to such effect is delivered to the Administrative Agent in accordance with such definition and (y) the last day of the period within which a certificate setting forth such election is required to be delivered in accordance with such definition. (ii) On or before the date that is fifteen Business Days after the 90th day following the end of each HUD Subsidiaryfiscal year of the Borrower ending on or after October 31, to make2010 (each, an “ECF Payment Date”), the Borrower shall, in accordance with Section 3.4(d) a and Section 3.4(e), apply toward the prepayment of the Term Loans until paid in full upon an amount equal to (x) the occurrence ECF Percentage of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation the Borrower’s Excess Cash Flow for the immediately preceding fiscal year minus (ii) the aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 3.4(c)(iii) to reduce the amount of any Asset Dispositionprepayment of Term Loans otherwise required pursuant to Section 3.4(c)(iii)), and any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility, in each case during such fiscal year excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness, minus (y) the aggregate principal amount of Term Loans prepaid or repurchased pursuant to Section 3.4(a) or Section 3.4(b) (in each case, other than any principal amount of Term Loans so prepaid or repurchased that has previously been applied by the Borrower pursuant to Section 3.4(c)(iii) to reduce the amount of any prepayment of Term Loans otherwise required pursuant to Section 3.4(c)(iii)), and any ABL Facility Loans prepaid to the extent accompanied by a corresponding permanent commitment reduction under the ABL Facility, in each case since the end of such fiscal year and on or prior to such ECF Payment Date, excluding prepayments funded with proceeds from the incurrence of long-term Indebtedness (in the case of this clause (y), without duplication of any amount thereof previously deducted in any calculation pursuant to this Section 3.4(c) for any prior ECF Payment Date). For the avoidance of doubt, for purposes of this Section 3.4(c), proceeds from the incurrence of long-term Indebtedness shall not be deemed to include proceeds from the incurrence of Indebtedness under the ABL Facility or any other revolving credit or working capital financing. (iii) On or before the date (each such date, a “Tax Refund Prepayment Date”) that is 45 calendar days after each Tax Refund Calculation Date, the Borrower shall, in accordance with Section 3.4(d) and Section 3.4(e), prepay the Term Loans in an amount equal to 100the Tax Refund Prepayment Amount (if greater than zero) with respect to such Tax Refund Calculation Date. As used herein, the term “Tax Refund Prepayment Amount” with respect to any Tax Refund Calculation Date means the amount equal to the excess of (1) the greater of (x) $10 million and (y) 50% of the lesser aggregate amount of all 2009 Tax Refunds received by the Borrower and its Subsidiaries from the date of this Agreement to such Tax Refund Calculation Date over (A) Net Cash Proceeds, and (B2) the appraised Value for such parcel aggregate principal amount of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due Term Loans prepaid or owing repurchased pursuant to Section 8.4. 3.4(a) or Section 3.4(b) (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayedin each case, withheld other than any principal amount of Term Loans so prepaid or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved repurchased that has previously been applied by the Administrative Agent, (iiiBorrower pursuant to Section 3.4(c)(ii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) reduce the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing Term Loans otherwise required pursuant to Section 8.43.4(c)(ii)) or prepaid pursuant to this Section 3.4(c)(iii), in each case from the date of this Agreement to the Tax Refund Prepayment Date corresponding to such Tax Refund Calculation Date.

Mandatory Prepayments. (a) In connection with any Asset DispositionExcept as otherwise permitted pursuant to clauses (a), the Borrowers shall make (andc), as applicable(e), shall cause each HUD Subsidiary(f), to make(g), (h), (k) a prepayment and (l) of the Loans until definition of Permitted Disposition and subject to Section 15.19, when a Borrower or any of its Subsidiaries sells or otherwise disposes of any Collateral, or receives insurance proceeds paid in full upon the occurrence respect of the following any casualty loss relating to any assets or property of such Person or proceeds of a Condemnation Event (each a “Mandatory Prepayment Event”) at the following times and other than asset disposition, insurance and/or Condemnation Event proceeds of less than $500,000 in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of aggregate in any Asset DispositionFiscal Year), Borrower shall repay the Loans in an amount equal to 100% the cash net proceeds of the lesser of such sale, casualty loss or Condemnation Event (A) Net Cash Proceedsi.e., and gross cash proceeds received less (Bi) the appraised Value for reasonable costs (including, without limitation, repayment of Indebtedness related thereto and taxes) of such parcel of Borrower’s Real Estate set forth in the applicable Appraisalsales or other dispositions, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely reserves, required to be established in accordance with GAAP or the definitive agreements relating to such disposition, with respect to Asset Dispositions such disposition, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and laities under any indemnifications obligations, (iii) any non-contingent liabilities directly related to the asset sold and not assumed by the purchaser thereof and (iv) in the case of Borrowersinsurance proceeds or a Condemnation Event, actual and reasonable costs and expenses incurred in connection with the adjustment or settlement of claims in respect thereof), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent; provided, that no prepayment shall be required in connection with such disposition, casualty loss or Condemnation Event in respect of Revolving Loan Priority Collateral (as defined in the Intercreditor Agreement) unless receipt of the proceeds thereof shall have been declined by the requisite Revolving Lenders in accordance with the terms of the PNC Credit Agreement; provided, further, that no prepayment shall be required in connection with such a Senior Officer Collateral disposition, casualty loss or Condemnation Event if the proceeds thereof are reinvested by the Person receiving such proceeds in an asset reasonably related or necessary to the business of Parent shall deliver a Compliance Certificate that shows Borrower (or, in the case of insurance proceeds, used to repair, refurbish, restore, replace or rebuild the asset giving rise to such proceeds) within two hundred seventy (270) days following receipt thereof, but only to the extent that the Loan Borrower notifies Agent of such Person’s intent to Value Ratio is make such reinvestment at the time such proceeds are received and when such reinvestment occurs no Default or Event of Default shall then be in existence. Any such prepayment shall be applied in accordance with clause (d) below (either at the time of receipt thereof or upon expiration of the 270-day period described above to the extent the net proceeds are not greater than seventy-five percent so reinvested (75%or, in the case of insurance proceeds, not used to repair, refurbish, restore, replace or rebuild the asset giving rise to such proceeds) taking into account within such period as permitted in this clause (a)), and shall be accompanied an indemnification payment as required under Section 2.2(f), in any. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceterms and conditions hereof. (b) The Borrowers shall remain responsible At Agent’s discretion, Borrower shall, commencing with the fiscal year ending closest to March 31, 2015, prepay the outstanding amount of the Loans in an aggregate amount equal to (i) 50% of Excess Cash Flow for and concurrently pay the applicable fiscal year minus (with any such mandatory prepaymentii) the Administrative Agent (for the benefit aggregate amount of all voluntary prepayments of the LendersTerm Loans made during such fiscal year, which amount shall be payable on or prior to the fifteenth day following the date the financial statements described in Section 9.7 for such fiscal year are required to be delivered to Agent, and which amount shall be applied in accordance to clause (d) below and shall be accompanied by an indemnification payment as required under Section 2.2(f) to the extent applicable. In the event that such financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrower shall make the prepayment required by this Section 2.21(b), subject to adjustment when such financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any amounts rights Agent or Lenders may have as a result of the failure by Borrower to deliver such financial statements. The amount of any prepayment due or owing pursuant to this Section 2.21(b) shall be reduced by the aggregate amount of voluntary prepayments of principal on the Term Loans made by Borrower during the applicable fiscal year pursuant to Section 8.42.6(a) hereof. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld If any Loan Party or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal its Subsidiaries: (i) issues Equity Interests or otherwise obtains an equity contribution (other than (A) a contribution resulting from issuances by Parent Holdco to (or equity contributions received from) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any other Person that is ordered an equityholder of Parent Holdco as of the Original Closing Date (other than issuances or equity contributions in connection with an Equity Cure), or (B) issuances by Administrative Agent, Borrower to Parent Holdco or by any Subsidiary to another Loan Party) or (C) equity contributions received by a Subsidiary of Parent Holdco from Parent Holdco or another Subsidiary of Parent Holdco); (ii) is prepared by receives proceeds on account of an independent appraiser approved by the Administrative Agent, Equity Cure; or (iii) is at incurs any Indebtedness for borrowed money (other than Indebtedness permitted to be incurred under Section 7.8), no later than two Business Days following the sole cost and expense date of receipt of the Borrowersproceeds thereof by Holdings or any of its Subsidiaries, (iv) satisfies the requirements of FIRREABorrower shall prepay the Loans and other Obligations in an amount equal to all such proceeds, and (v) is otherwise net of, except in form and substance reasonably satisfactory to Administrative Agent. If each the case of the foregoing conditions proceeds received on account of an Equity Cure, underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in this subsection connection therewith. Any such prepayment shall be shall be applied in accordance to clause (cd) are satisfied, such new appraisal below and shall replace and supersede be accompanied by an indemnification payment as required under Section 2.2(f) to the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementextent applicable. (d) In connection with Subject to the provisions of Section 11.5, any refinancing prepayments made by Borrower pursuant to Sections 2.21(a) through (c) shall be applied to each Term Loan on a pro rata basis based on the respective outstanding principal balances thereof and, as to each Term Loan, shall be applied as follows: first, to the outstanding principal balance of such Term Loan; and second, to any HUD Debt of other Obligations then outstanding; provided that (i) any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a partial prepayment of the Term Loans (until such time made by or on behalf of Borrower shall be applied to each Term Loan on a pro rata basis based on the respective outstanding principal balances thereof and, as to each Term Loan, shall be applied to reduce the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds remaining scheduled installments of such new financing exceeds Term Loan (i) including the amount final installment due on the last day of the Debt Term) pro rata to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt)the remaining installments thereof, and (ii) any prepayment of a Loan shall be applied first to the transaction fees portion of such Loan comprised of Base Rate Loans and expenses actually incurredthen to the portion of such Loan comprised of LIBOR Rate Loans, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit direct order of the Lenders) any amounts due or owing pursuant to Section 8.4Interest Period maturities.

Mandatory Prepayments. (a) In connection with Immediately upon receipt by the Borrower or any Asset Dispositionof its Subsidiaries of any proceeds of any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrowers Borrower shall make prepay the Obligations in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (andin each case, as applicable, paid to non-Affiliates); provided that the Borrower shall cause each HUD Subsidiary, not be required to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred Obligations with respect to as “Designated Proceeds”): (i) Concurrently with consummation proceeds from the sales of any Asset Dispositioninventory in the ordinary course of business, (ii) proceeds from the sales of assets securing Indebtedness permitted under Section 7.1(c) to the extent such proceeds are used to repay such Indebtedness, (iii) proceeds from other asset sales permitted under Section 7.6(f) and (iv) proceeds that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof, so long as such proceeds are held in deposit accounts and/or securities accounts that are, in each case, either (x) subject to Control Account Agreements in favor of the Administrative Agent or (y) Lender Accounts, in each case of clauses (x) and (y), until such proceeds are reinvested. Any such prepayment shall be applied in accordance with subsection (c) of this Section. (b) In the event that the Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries that is not permitted under Section 7.1, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day) the receipt of such proceeds by the Borrower or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the lesser Obligations in accordance with subsection (c) of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Dispositionthis Section. In the event that the Loan Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness that constitutes (i) Incremental Term Loans or Revolving Loans in respect of Incremental Revolving Commitments, in each case incurred to Value Ratio is greater refinance all or any portion of the Term Loans, (ii) Extended Term Loans or Revolving Loans in respect of Extended Revolving Commitments, in each case incurred to refinance all or any portion of the Term Loans or (iii) Other Refinancing Loans incurred to refinance all or any portion of the Term Loans, the Borrower shall, substantially simultaneously with (and in any event not later than seventy-five percent (75%the fifth succeeding Business Day) the receipt of such proceeds by the Borrower may elect or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit outstanding principal amount of the Lendersrelevant Term Loans and, thereafter, to prepay the Obligations in accordance with subsection (c) any amounts due or owing pursuant to Section 8.4of this Section. (c) Subject Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s written consent fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as applicable, to the principal balance of any then outstanding Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied to installments of such Term Loans on a pro rata basis (which consent shall not be unreasonably delayedincluding, withheld or conditioned)without limitation, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agentfinal payment due on the Maturity Date); fifth, (ii) is prepared by an independent appraiser approved by to the Administrative Agent, (iii) is at the sole cost and expense principal balance of the BorrowersSwingline Loans, (iv) satisfies until the requirements of FIRREAsame shall have been paid in full, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each the Swingline Lender; sixth, to the principal balance of the foregoing conditions Revolving Loans, until the same shall have been paid in this subsection (c) are satisfiedfull, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such new appraisal shall replace date plus any accrued and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementunpaid fees thereon. (d) In connection with If at any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in time the aggregate at such time is less than Revolving Credit Exposure of all Lenders exceeds the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate Aggregate Revolving Commitment Amount, as of April 13, 2005reduced pursuant to Section 2.8 or otherwise increased pursuant to Section 2.23, the Borrowers Borrower shall cause immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each prepayment shall be applied as follows: first, to Section 8.4the Swingline Loans to the full extent thereof; second, to the Revolving Loans that are Base Rate Loans to the full extent thereof; and third, to the Revolving Loans that are Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) In connection with Within three Business Days of receipt by the Borrower or any Asset Disposition, of its Subsidiaries of proceeds in excess of $25,000 of any sale or disposition by the Borrowers shall make Borrower or such Subsidiary of any of its assets (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): excluding (i) Concurrently sales of inventory in the ordinary course of business, (ii) sales of worn-out, surplus or obsolete equipment, (iii) sales of assets the proceeds of which are invested or committed to be invested into the businesses of the Borrower and its Subsidiaries within 180 days after such assets are sold, (iv) insurance proceeds (less any costs of recovery) which are invested or committed to be invested into the business of the Borrower and its Subsidiaries within 180 days of receipt, (v) sales or liquidations of Permitted Investments, (vi) sales of accounts receivable in connection with consummation settlement or collection and (vii) so long as no Event of Default has occurred and is continuing, other sales of assets of the Borrower or any Asset Disposition, of its Subsidiaries with an aggregate book value not to exceed $5,000,000 in any Fiscal Year) the Borrower shall prepay the Loans in an amount equal to 100% all such proceeds, net of the lesser of (A) Net Cash Proceedscommissions and other reasonable, taxes, reserves for purchase price adjustments and post-closing obligations, and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either each case, less (but without duplication) any Nonpaid to non-Borrower Payment Amounts; and (ii) Solely Affiliates). Any such prepayment shall be applied in accordance with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceSection 2.13(d). (b) If the Borrower or any of its Subsidiaries issues any debt or equity securities (other than Indebtedness permitted under Section 7.1, equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary or equity securities transferred or allocated to the Borrower’s ESOP or stock option plans) then no later than three Business Days following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to 50%, in the case of equity securities, and 100% in the case of debt securities, of all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 2.13(d). (c) Intentionally deleted. (d) Amounts to be applied in connection with prepayments made pursuant to Sections 2.13(a) or (b) shall be applied first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents; third, to interest then due and payable on the Loans; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, and seventh, to cash collateralize the Letters of Credit in accordance with Section 2.23(g) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Borrowers Revolving Commitments of the Lenders shall remain responsible for not be permanently reduced by the amount of any prepayments made pursuant this the Section 2.13(d). (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.9 or otherwise, the Borrower shall immediately repay Swingline Loans and concurrently pay (Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any such mandatory prepayment) amounts due under Section 2.20. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent (and for the benefit of the Issuing Bank and the Lenders) , an amount in cash equal to such excess plus any amounts due or owing pursuant accrued and unpaid fees thereon to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised held as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal collateral for the applicable parcel of Real Estate for purposes of this AgreementLC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation If, at any time, the total Revolving Credit Exposures exceeds Availability, then the Borrower shall (A) prepay the Borrowings within five (5) Business Days in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as Cash Collateral as provided in Section 2.07(j). (ii) If any Loan Party receives any cash proceeds from any Asset DispositionSale made pursuant to Section 9.11(e), in no later than ten (10) Business Days following receipt, an amount equal to 100% of the lesser Net Sale Proceeds therefrom shall be applied on such date as a mandatory repayment in accordance with the requirements of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceSection 3.04(b)(vi). (biii) The Borrowers shall remain responsible for and concurrently pay If any Loan Party receives any cash proceeds on or after the Effective Date from any Recovery Event, no later than ten (with any such mandatory prepayment10) the Administrative Agent (for the benefit Business Days following receipt, an amount equal to 100% of the Lenders) any amounts due or owing pursuant to Net Cash Proceeds from such Recovery Event shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 8.43.04(b)(vi). (civ) Subject to the Administrative Agent’s written consent If any Loan Party incurs any Indebtedness (which consent shall not be unreasonably delayed, withheld or conditionedother than Indebtedness permitted under Section 9.02), the Borrowers may have Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Debt Proceeds received in respect of such Indebtedness. Nothing in this paragraph is intended to permit any parcel of Real Estate reappraised Loan Party to incur Indebtedness other than as reasonably requested at any time as long as permitted under Section 9.02, and any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost incurrence of Indebtedness shall be a violation of Section 9.02 and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes a breach of this Agreement. (dv) In connection with any refinancing [Intentionally Omitted]. (vi) Each prepayment of any HUD Debt of any HUD Subsidiary Borrowings pursuant to Section 3.04(b) shall be applied ratably to the Loans included in which Excess Cash Flow the prepaid Borrowings. Each prepayment (A) pursuant to Section 3.04(b)(i) shall be applied to the Revolving Borrowings and the LC Exposure as defined described in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt3.04(b)(i), and (iiB) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.43.04(b)(ii) through (v) shall be applied to the unpaid principal amount of each Loan. Prepayments pursuant to Section 3.04(b) shall be accompanied by accrued interest to the extent required by Section 3.02. Each prepayment of Borrowings pursuant to Section 3.04(b) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto.

Mandatory Prepayments. (a) In connection with any Asset DispositionThe(a)(i) Subject to Section 2.8(d), the Borrowers Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to use 100% of the lesser Net Proceeds of any sale or disposition by the Borrower or any Subsidiary (A) Net Cash Proceedsother than any Permitted Asset Sale)of any assets, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing whether effected pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld a Division or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing or of any HUD Debt Casualty, within fiveten (510 ) Business Days of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary receipt thereof to make a prepayment of the Loans (until such time as Term Loans; provided that, prior to the Loans have been paid payoff in full) upon full of the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds DIP Obligations (i) the amount 100% of the Debt Net Proceeds of any sale or disposition of any Collateral (other than DIP Junior Priority Collateral) shall be applied to prepay the DIP Term Loans pursuant to Section 2.8 of the DIP Credit Agreement and (ii) 100% of the Net Proceeds of any sale or disposition of any assets other than Collateral shall be applied to make a prepayment of the Term Loans and DIP Term Loans on a ratable basis.”. In the event of a Casualty (other than a Casualty described in clause (c) of the definition thereof) of Collateral or of any Specified Aircraft, the Loan Parties (i) shall cause the Net Proceeds to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges delivered to be paid on such Debt)the Administrative Agent as loss payee, and (ii) . In the transaction fees and expenses actually incurredevent of a sale, disposition or Casualty (other than a Casualty described in clause (c) of the definition thereof), in connection lieu of making a prepayment under this Section 2.8(a)(i) with respect to such refinancing transaction. Borrowers shall remain responsible for and concurrently pay Casualty, may substitute Collateral (with of sale, disposition or Casualty, the Borrower or any such mandatory prepayment) Subsidiary may, upon providing written notice to the Administrative Agent within five (for 5) Business Days of its receipt of such Net Proceeds, elect to reinvest the benefit Net Proceeds of any such sale or disposition in order to substitute such assets sold or disposed of or acquire operating assets used or useful in the business of the LendersBorrower and its Subsidiaries (provided that, to the extent such assets sold or disposed of constituted Collateral, such substituted or acquired assets shall constitute Collateral having the same or better lien priority and perfection) of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within 90180 days (or within a period of 90180 days thereafter if by the end of such initial 90180-day period the Borrower or a Subsidiary shall have entered into an agreement with a third party to acquire such tangible or intangible assets) of such sale, disposition or Casualty. If at the end of any amounts due such 90180-day period (or owing within a period of 90180 days thereafter if by the end of such initial 90180-day period the Borrower or a Subsidiary shall have entered into an agreement with a third party to acquire such tangible or intangible assets), any Net Proceeds from a sale, disposition or Casualty of any Collateral or of Specified Aircraft have not been used for prepayment or substitute Collateral providedto acquire assets pursuant to this Section 8.42.8.(a)(i), then such Net Proceeds shall be applied to make a partial prepayment of the Term Loans. Upon such a substitution of Collateral; provided, the aggregate amount of Net Proceeds of any sales or dispositions or Casualty not applied to prepay (or offered to prepay) the Term Loans as to which reinvestment rights may be elected shall not exceed $50,000,000 during the term of this Agreement (it being understood that amounts in excess thereof shall be applied to ratably prepay the Term Loans, subject to Section 2.8(d)). Upon such a reinvestment in order to acquire assets and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to the Borrower or such Loan Partythe applicable Subsidiary the amount of such Net Proceeds received by the Administrative Agent with respect to such Collateralassets or Specified Aircraft relating to suchany Casualty. Any such prepayment on account of the Term Loans made under this Section 2.8(a)(i) shall be applied in accordance with paragraph (c) below.

Mandatory Prepayments. (ai) In connection Subject to the terms of the Intercreditor Agreement and to the extent not required to be used either to prepay the First Lien Revolving Credit Agreement (with an accompanying reduction of the Borrowing Base) in order to remain in compliance thereunder or to cash collateralize obligations thereunder, substantially as such requirements are provided in the First Lien Revolving Credit Agreement as in effect on the date hereof, or to satisfy the Liquidity and Compliance Requirements: (A) if the Borrower or any Asset DispositionRestricted Subsidiary, Transfers any Property (other than as permitted under Sections 9.12(a), (b), (e) or (f) and other than Excluded Transfers), Liquidates any Hedging Agreement or receives any Net Cash Proceeds as a result of a Casualty Event (from insurance proceeds or otherwise), the Borrowers Borrower shall, on or prior to the fifth Business Day following receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds of such Transfer or Casualty Event or the seventh Business Day following receipt by the Borrower or any Restricted Subsidiary of Net Cash Proceeds of such Liquidation, either (I) prepay the Loans as contemplated by Section 3.04(c)(ii), together with interest and premium, if any, on the amount so prepaid, in amount equal to the Asset Sale Prepayment Percentage of the Net Cash Proceeds of all such Transfers, Liquidations or Casualty Events (the “Asset Sale Prepayment Amount”) and/or (II) elect, by written notice to the Administrative Agent (which written notice shall make include certifications by a Financial Officer of clauses (and1), as applicable, shall cause each HUD Subsidiary(2) and (3) of the following proviso), to makereinvest all or any portion of such Asset Sale Prepayment Amount in Oil and Gas Properties and Additional Oil and Gas Assets; provided, that such option to reinvest shall only be available with respect to (x) $50,000,000 of Net Cash Proceeds from Transfers, Liquidations or Casualty Events consummated after the Effective Date but on or before June 30, 2015, so long as (1) no Default or Event of Default has occurred and is continuing at the time of such Transfer, Liquidation or Casualty Event, (2) after giving effect to such Transfer, Liquidation or Casualty Event and after also giving effect to the proposed reinvestment, the Proved Reserves Coverage Ratio shall be no less than 1.10:1.00 and (3) all such Net Cash Proceeds are reinvested on or before June 30, 2015 and (y) $200,000,000 of Net Cash Proceeds (including Net Cash Proceeds reinvested pursuant to the preceding clause (x)) from Transfers, Liquidations or Casualty Events after the Effective Date (provided that if the Borrower or its Subsidiaries have consummated a Transfer of assets located in the Aneth Field, the reinvestment option in this clause (y) shall be limited to the lesser of (i) $200,000,000 (including Net Cash Proceeds reinvested pursuant to the preceding clause (x)) and (i) 30% of the implied value of the total assets of the Borrower and its Restricted Subsidiaries located in the Aneth Field (based on the sale price for such Transfer but determined prior to giving effect to such Transfer)), so long as (1) no Default or Event of Default has occurred and is continuing at the time of such Transfer, Liquidation or Casualty Event, (2) after giving effect to such Transfer, Liquidation or Casualty Event and after also giving effect to the proposed reinvestment, the Proved Reserves Coverage Ratio shall be no less than 1.75:1.00, the Proved Developed Reserves Coverage Ratio shall be no less than 1.25:1.00, and the Total Net Secured Leverage Ratio shall be no greater than 3.0 to 1.0, and (3) such reinvestment is consummated within 180 days of the receipt of any Net Cash Proceeds from the Transfer, Liquidation or Casualty Event (as certified by a Responsible Officer of the Borrower concurrently with such reinvestment); provided, further that if any Net Cash Proceeds of any Transfer, Liquidation or Casualty Event remains 180 days after the receipt of such proceeds (or in the case of Net Cash Proceeds from Transfer, Liquidation or Casualty Event described in clause (x) above, such Net Cash Proceeds remain after June 30, 2015), the Borrower shall immediately make a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (remaining amount of such applicable amounts being referred to as “Designated Net Cash Proceeds”):, and (iB) Concurrently if the Borrower or any Restricted Subsidiary issues or incurs any Debt (including Debt to refinance the Loans in whole or in part) other than any Net Cash Proceeds from the incurrence of Debt permitted pursuant to Sections 9.02(a), 9.02(c), 9.02(d), 9.02(e), 9.02(g), 9.02(h) and 9.02(i), the Borrower shall simultaneously with consummation the receipt of any Asset DispositionNet Cash Proceeds from such issuance or incurrence by such Loan Party or such Subsidiary, in apply an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andProceeds to prepay outstanding Loans. (ii) Solely with respect to Asset Dispositions Each prepayment of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing Borrowings pursuant to Section 8.4. (c3.04(a) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised applied as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved directed by the Administrative Agent, (iii) is at the sole cost Borrower and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing Borrowings pursuant to Section 8.43.04(c) shall be applied pro rata to the remaining amortization payments of the Loans. Prepayments pursuant to Section 3.04(a) or Section 3.04(c) shall be accompanied by accrued interest to the extent required by Section 3.02.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently If the Target has directly or indirectly through the sale, transfer or other disposition of any of its Subsidiaries (or the sale, transfer or other disposition of their respective assets and properties (including Real Property)) sold, transferred or otherwise disposed of (in a single transaction or a series of transactions) greater than 50% of the gross book value of all of its assets and properties (including all Real Property) as of the Effective Date, then, as long as any amounts are outstanding under this Note, the Borrower shall concurrently with the consummation of any Asset Dispositionsuch sale, transfer or other disposition, prepay the unpaid principal balance of the Loan in accordance with Section 5(a), in an amount equal to 100% to, the aggregate unpaid principal amount of the lesser of Loan (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned increased by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing PIK Interest pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned3(c)), all accrued and unpaid interest and all other amounts outstanding under this Note on such date); provided, however, that no such mandatory prepayment pursuant to this Section 2(b)(i) shall be required in connection with a, direct or indirect, sale, transfer or other disposition (that would otherwise trigger a mandatory prepayment pursuant to this Section 2(b)(i)) of any of the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any Target’s assets to an Affiliate (an “Affiliate Transferee”), if such new appraisal Affiliate Transferee (i) is ordered by Administrative Agentbecomes jointly and severally liable, (ii) is prepared by an independent appraiser approved by with Borrower, for all obligations to the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise Noteholders under this Note pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent. If each the Noteholders (including any amendments to this Note) and (ii) makes the representations and warranties to the Noteholders set forth in Section 6 of this Note as of the foregoing conditions in this subsection date of any such sale, transfer or other dispositions (c) are satisfiedany such transfer, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementa “Permitted Affiliate Transfer”). (dii) In connection with any refinancing sale, transfer or other disposition, other than a Permitted Affiliate Transfer, of any HUD Debt interest in any of the Real Property owned directly or indirectly by the Target (or the sale, transfer or other disposition of any HUD interest in any Subsidiary of the Target that owns any of such Real Property) as of the Effective Date that does not trigger a mandatory prepayment pursuant to Section 2(b)(i), then, as long as any amounts are outstanding under this Note, the Borrower shall concurrently with Borrower’s receipt of the Net Distributable Proceeds from such sale, transfer or other disposition, prepay a portion of the unpaid principal amount of the Loan in which Excess Cash Flow accordance with Section 5(a), in an amount equal to, fifty percent (as defined in Section 10.15(b)50%) of the HUD Net Distributable Proceeds from such sale, transfer or other disposition. (iii) To the extent permitted by applicable law, the organizational documents of any Subsidiary or existing or future joint venture with an unaffiliated third party and any limitations of any loan documents evidencing and/or securing any indebtedness for borrowed money of any Subsidiaries in or joint venture (the aggregate at “Distribution Restrictions”), Borrower agrees to cause the Target to, and to cause each of its Subsidiaries that receives any net proceeds from any such time is less than the Excess Cash Flow generated transaction to, use commercially reasonable efforts to distribute to its parent entity such net proceeds until such net proceeds are received by the HUD Subsidiaries in Borrower as promptly following the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds consummation of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumssale, yield maintenance payments transfer or other amountsdisposition. For the avoidance of doubt, fees or charges (A) Borrower shall not voluntarily create any Distribution Restrictions with the primary intention of circumventing Borrower’s requirement to be paid on such Debtprepay the Loan pursuant to this Section 2(b), and (iiB) if any Distribution Restrictions apply, no distributions will be made to the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with Borrower or any such mandatory prepayment) the Administrative Agent (for the benefit direct or indirect equityholders of the Lenders) any amounts due or owing Borrower without first prepaying the Loan pursuant to this Section 8.42(b). The Borrower shall notify the Noteholders in writing in advance of any direct or indirect sale, transfer or disposition of Real Property and the anticipated Net Distributable Proceeds resulting from such transaction.

Mandatory Prepayments. (a) In connection Concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any Casualty Event, Taking, Asset DispositionSale or Termination Payment, in excess of $10,000,000 in aggregate following the Borrowers shall make (andClosing Date, as applicablesuch Loan Party shall, or shall cause each HUD Subsidiaryits applicable Subsidiaries to, to make) a prepayment promptly prepay the outstanding principal amount of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) such excess Net Cash Proceeds; provided that, so long as (i) no Specified Event of Default or Event of Default occurring pursuant to Section 9.01(c) as a result of a violation of Section 7.01(b), Section 7.01(d), clause (i) of Section 7.02(a), or Section 8.14 shall have occurred and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and be continuing and (ii) Solely with respect the Obligations have not been accelerated Pursuant to Asset Dispositions Section 9.02(b) following the occurrence and during the continuance of Borrowersany other Event of Default, a Senior Officer the Borrowers shall have the option, directly or through one or more of Parent shall deliver a Compliance Certificate that shows that the Loan their Subsidiaries, to Value Ratio is not greater than seventyinvest such excess Net Cash Proceeds within three hundred sixty-five percent (75%365) taking days of receipt thereof in assets used or useful in the Businesses (including Permitted Acquisitions and other permitted Investments); provided, further, that if Borrower or any of its Subsidiaries enters into account a legally binding commitment (and has provided the Asset Disposition. In Administrative Agent a copy of such binding commitment for distribution to the event Lenders) to invest such excess Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such excess Net Cash Proceeds within the Loan to Value Ratio is greater than seventylater of (X) three hundred sixty-five percent (75%365) days following the receipt of such excess Net Cash Proceeds or (Y) one hundred eighty (180) days following the date such Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio or Subsidiary entered into compliancesuch legally binding commitment. (b) The Borrowers shall remain responsible for and concurrently pay Concurrently with the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due other than Debt expressly permitted to be incurred or owing issued pursuant to Section 8.48.01), such Loan Party shall, or shall cause its applicable Subsidiaries to, prepay the outstanding principal amount of the Loans in an amount equal to 100% of all Net Cash Proceeds received by such Loan Party or such Subsidiary from such incurrence or issuance. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned)Immediately upon a Change in Control, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Loan Parties shall prepay the Administrative Agent, (iii) is at the sole cost Loans in full together with all interest accrued and expense of the Borrowers, (iv) satisfies the requirements of FIRREAunpaid thereon, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementall other amounts owing or payable hereunder or under any other Loan Document. (d) In connection The BVI Borrower shall give the Administrative Agent immediate notice of the occurrence of any event requiring mandatory prepayment under this Section 2.04. Such notice must be received by the Administrative Agent not later than 2:00 p.m. at least three (3) Business Days prior to any Prepayment Date. Each such notice shall specify the date and the amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the relevant Facility of such prepayment. If such notice is given by the BVI Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment shall be accompanied by all accrued interest on the amount prepaid, together with any refinancing additional amounts required pursuant to Section 3.03 and, in the case of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a mandatory prepayment of the Loans (until such time as with Net Cash Proceeds of an Asset Sale or, to the extent resulting from voluntary termination of a Material Water Contract by any Loan Party, Termination Payment pursuant to Section 2.04(a) above and any mandatory prepayment pursuant to Sections 2.04(b) and 2.04(c) above, in each case, any applicable Prepayment Premium in respect of the Loans have been paid in fullso prepaid. Each mandatory prepayment of any Loan (whether or not such prepayment was designated to be made with respect to any particular Loan, Class or Type) upon shall be applied on a pro rata basis across all Loans (and not just to such Loan); provided that if the occurrence terms of an Additional Loan provide for a smaller portion (or no portion) of any such refinancing by prepayment, only such smaller portion (or no portion, if applicable) shall be allocated to such Additional Loan and the amount that excess shall be allocated to the cash proceeds other Loans on a pro rata basis across all such other Loans. Each prepayment of such new financing exceeds (i) any Class of outstanding Loans pursuant to this Section 2.04 shall be paid to the amount Lenders in accordance with their respective Applicable Percentages in respect of the Debt to be repaid (including relevant Facilities and, in the case of any prepayment premiums, yield maintenance payments of any Closing Date Loans or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing 3rd Amendment Date Loans pursuant to this Section 8.42.04, shall be further subject to Section 12.26(a).

Mandatory Prepayments. (a) In connection Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued (other than Capital Stock issued to any Permitted Investor or ASOT Group Member), or Indebtedness incurred, by any ASOT Group Member (excluding any Indebtedness incurred in accordance with any Asset DispositionSection 7.2 as in effect on the date of this Agreement (other than Sections 7.2(l) and 7.2(m))), then not later than one Business Day after the date of such issuance or incurrence, the Borrowers Term Loans, the Revolving Credit Loans and the Swing Line Loans shall make (andbe prepaid, as applicableand/or the outstanding Letters of Credit shall be cash collateralized, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in by an amount equal to 100% the Applicable Prepayment Percentage of the lesser amount of the Net Cash Proceeds of such issuance or incurrence as set forth in Section 2.12(h), provided that, the Net Cash Proceeds of any Qualified Construction Refinancing required to be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit pursuant to this Section 2.12(a) shall be applied as set forth in Section 2.12(i). The provisions of this Section 2.12 do not constitute a consent to the issuance of any equity securities by any entity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, or a consent to the incurrence of any Indebtedness by any ASOT Group Member otherwise prohibited under this Agreement. (b) Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if on any date (i) Secured Note LLC shall receive any Affiliate Borrower Net Cash Proceeds pursuant to the applicable Affiliate Borrower Loan Documents or (ii) any Parent/Affiliate Guarantor shall receive any Affiliate Borrower Net Cash Proceeds pursuant to Section 6.16, in either case, in connection with the issuance of any Capital Stock (other than Capital Stock issued to any Permitted Investor, any ASOT Group Member or any other Affiliate Borrower Group Member), or the incurrence of any Indebtedness by any Affiliate Borrower Group Member (excluding any Indebtedness permitted to be incurred in accordance with the Affiliate Borrower Loan Documents as in effect on the date of this Agreement (other than Sections 7.2(l) and 7.2(m) of the applicable Affiliate Borrower Credit Agreement)), then on the date of receipt of such Affiliate Borrower Net Cash Proceeds by Secured Note LLC or any Parent/Affiliate Guarantor, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Applicable Prepayment Percentage of the amount of the Affiliate Borrower Net Cash Proceeds of such issuance or incurrence as set forth in Section 2.12(h), provided that, the Affiliate Borrower Net Cash Proceeds of any Qualified Construction Refinancing received by Secured Note LLC or the Parent/Affiliate Guarantors required to be applied to prepay the Loans and/or cash collateralize the outstanding Letters of Credit pursuant to this Section 2.12(b) shall be applied as set forth in Section 2.12(i). For the avoidance of doubt, the provisions of this Section 2.12(b) shall only apply to the Development Assets after the payment in full of the outstanding Indebtedness under the Development Loan Credit Agreement. (c) (i) Subject to Section 2.12(j), unless the Required Prepayment Lenders shall otherwise agree, if on any date any ASOT Group Member shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, on the date of receipt by such ASOT Group Member of such Net Cash Proceeds, the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Applicable Prepayment Percentage of the amount of such Net Cash Proceeds as set forth in Section 2.12(h); provided that, notwithstanding the foregoing, (A) Net Cash ProceedsProceeds subject to a Reinvestment Notice shall not be required to be applied until the applicable Reinvestment Prepayment Date with respect to the related Reinvestment Event, and (B) with respect to any Asset Sale or Recovery Event, the appraised Value for aggregate Net Cash Proceeds of such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, orAsset Sale or Recovery Event, as applicable, that may be excluded from the mutually agreed upon value foregoing requirement pursuant to a Reinvestment Notice shall not exceed an amount equal to the Applicable Reinvestment Percentage of the aggregate amount of such Net Cash Proceeds, (C) on each Reinvestment Prepayment Date the Term Loans, the Revolving Credit Loans and the Swing Line Loans shall be prepaid, and/or the outstanding Letters of Credit shall be cash collateralized, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event as set forth in Schedule 6.1.2(a)(iSection 2.12(h), (D) attached hereto for the Net Cash Proceeds from any parcel Qualified JV Asset Sale required be applied to prepay the Loans and/or cash collateralize the outstanding Letters of real estate owned by any HUD Subsidiary, Credit pursuant to this Section 2.12(c) shall be applied as set forth in either case, less Section 2.12(i) and (but without duplicationE) any Non-the Borrower Payment Amounts; and (ii) Solely may not deliver a Reinvestment Notice with respect to Asset Dispositions any Net Cash Proceeds until the aggregate amount of BorrowersNet Cash Proceeds, Affiliate Borrower Net Cash Proceeds and Distributable Affiliate Proceeds equal to $500,000,000 has been applied to repay the Term Loans, the Revolving Credit Loans and the Swing Line Loans in accordance with Sections 2.12(c) and 2.12(d). The provisions of this Section do not constitute a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject consent to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing consummation of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Disposition not permitted by Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.47.5.

Mandatory Prepayments. (a) In connection with If any Asset DispositionBorrower or any of their Subsidiaries Disposes of any property or assets (other than inventory in the ordinary course of business) which results in the realization by such Person of Net Cash Proceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Borrowers shall make prepay on or prior to the date which is five (and5) Business Days after the date of such receipt, an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (e) and (f) below); provided, however, that so long as no Default or Event of Default exists, Net Cash Proceeds relating to the disposition of obsolete or retired equipment in the ordinary course of a Loan Party’s (or a Loan Party’s Subsidiary’s) business shall not be included (and shall not count against the $500,000 threshold set forth above) to the extent the applicable Loan Party (or applicable Loan Party’s Subsidiary) intends to use such Net Cash Proceeds to acquire like assets useful to its business within ninety (90) days after the receipt of such Net Cash Proceeds or to reimburse itself for such a purchase occurring before receipt of such Net Cash Proceeds. (b) Upon the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 9.2 (including, without limitation, Section 9.2(h))), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the receipt thereof by any Loan Party or such Subsidiary (such prepayments to be applied as set forth in clauses (e) and (f) below). (c) Upon the receipt of any settlement of or payment to any Loan Party or Loan Parties with respect to any property or casualty insurance, or receipt by any Loan Party or Loan Parties of any other Extraordinary Receipt, which in each case results in the realization by such Person or Persons of Net Cash Proceeds in excess of $500,000 in the aggregate for any Fiscal Year, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is three (3) Business Days after the date of receipt thereof by such Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (e) and (f) below); provided that with respect to any Net Cash Proceeds of an Extraordinary Receipt, at the election of the Borrowers, and so long as no Event of Default shall have occurred and be continuing, such Borrower or such Subsidiary may (A) utilize any Net Cash Proceeds constituting proceeds of casualty insurance to promptly repair or rebuild, as applicable, any property damaged to the comparable state of such property prior to the casualty event, or (B) reinvest all or any portion of such Net Cash Proceeds in fixed capital or operating assets, in each case of clause (A) or (B) so long as (x) within 180 days after receipt of such Net Cash Proceeds, such repair, rebuilding or reinvestment shall cause each HUD Subsidiaryhave been consummated (or a definitive agreement to so reinvest shall have been executed), and (y) if a definitive agreement to make) a so repair, rebuild or reinvest has been executed within such 180-day period, then such repair, rebuilding or reinvestment shall have been consummated within 180 days after the entering into of such definitive agreement; and provided further that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 5.3(c). (d) If for any reason the Revolving Facility Usage at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans and Letter of Credit Borrowings and/or Cash Collateralize the Letter of Credit Obligations (other than the Letter of Credit Borrowings) in an aggregate amount equal to such excess (such prepayments and/or Cash Collateralization to be applied as set forth in subsection (f) below). If for any reason, the Delayed Draw Term Loan Outstandings at any time exceed the Delayed Draw Term Facility, the Borrowers shall immediately prepay Delayed Draw Term Loans in an aggregate amount equal to such excess (such prepayments to be applied to the remaining principal repayment installments thereof in inverse order of their maturities). (e) Each prepayment of Loans pursuant to the foregoing provisions of this Section 5.3 (other than subsection (d)) or subsection (g) below shall be applied, first, to the Term Loans (and, if applicable, any Delayed Draw Term Loans and Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable Term Lender or Delayed Draw Term Lender agrees to receive less than its pro rata share of such prepayment) and second, to the Revolving Credit Facility (without permanent reduction of the Revolving Credit Commitments) in the manner set forth in subsection (f) of this Section 5.3. Subject to Section 2.9, such prepayments shall be paid to the Lenders pro rata in accordance with Section 5.4. (f) Prepayments of the Revolving Credit Facility made pursuant to this Section 5.3 shall be applied, first, ratably to the Letter of Credit Borrowings, second, ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full upon the occurrence (without any reductions of the following (Revolving Credit Commitments, in each a “Mandatory Prepayment Event”case) and, third, shall be used to Cash Collateralize the remaining Letter of Credit Obligations; and the amount remaining, if any, after the prepayment in full of all Letter of Credit Borrowings and Revolving Credit Loans outstanding at such time and the following times and Cash Collateralization of the remaining Letter of Credit Obligations in full may be retained by the Borrowers for use in the following amounts ordinary course of business; provided, however, that, in the case of assets that are acquired as part of a Permitted Acquisition and subsequently sold by a Borrower or a Subsidiary within thirty (30) days after such Permitted Acquisition, if such Permitted Acquisition was financed by Revolving Credit Loans, then the mandatory prepayments with respect to such sold assets will be applied first ratably to prepay Revolving Credit Loans outstanding at such time until all such Revolving Credit Loans are paid in full (without any reductions of the Revolving Credit Commitments, in each case), second, to the Term Loans (and, if applicable, any Delayed Draw Term Loans and Incremental Term Loans on a ratable basis), and to the remaining principal repayment installments thereof in inverse order of their maturities, on a pro rata basis (except to the extent any applicable amounts being referred Term Lender or Delayed Draw Term Lender agrees to receive less than its pro rata share of such prepayment) and third, to Cash Collateralize the remaining Letter of Credit Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as “Designated Proceeds”):Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the Issuing Lender or the Revolving Credit Lenders, as applicable. (ig) Concurrently with consummation Upon the receipt of any Asset DispositionCure Amount, in the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the lesser of Cure Amount on or prior to the Cure Expiration Date (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate prepayments to be applied as set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(iclauses (e) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (vf) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementabove). (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with Immediately upon receipt by the Borrower or any Asset Dispositionof its Subsidiaries of any proceeds of any sale or disposition by the Borrower or any of its Subsidiaries of any of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrowers Borrower shall make prepay the Obligations in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (andin each case, as applicable, paid to non-Affiliates); provided that the Borrower shall cause each HUD Subsidiary, not be required to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred Obligations with respect to as “Designated Proceeds”): (i) Concurrently proceeds from the sales of inventory in the ordinary course of business, (ii) proceeds from the sales of assets securing Indebtedness permitted under Section 7.1(c) to the extent such proceeds are used to repay such Indebtedness, (iii) proceeds from other asset sales permitted under Section 7.6(f) and (iv) proceeds that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof. Any such prepayment shall be applied in accordance with consummation subsection (c) of this Section. (b) In the event that the Borrower or any Asset Dispositionof its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness by the Borrower or any of its Subsidiaries that is not permitted under Section 7.1, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day) the receipt of such proceeds by the Borrower or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the lesser Obligations in accordance with subsection (c) of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Dispositionthis Section. In the event that the Loan Borrower or any of its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness that constitutes (i) Incremental Term Loans or Revolving Loans in respect of Incremental Revolving Commitments, in each case incurred to Value Ratio is greater refinance all or any portion of the Term Loans, (ii) Extended Term Loans or Revolving Loans in respect of Extended Revolving Commitments, in each case incurred to refinance all or any portion of the Term Loans or (iii) Other Refinancing Loans incurred to refinance all or any portion of the Term Loans, the Borrower shall, substantially simultaneously with (and in any event not later than seventy-five percent (75%the fifth succeeding Business Day) the receipt of such proceeds by the Borrower may elect or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit outstanding principal amount of the Lendersrelevant Term Loans and, thereafter, to prepay the Obligations in accordance with subsection (c) any amounts due or owing pursuant to Section 8.4of this Section. (c) Subject Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s written consent fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, unless otherwise provided in the applicable Incremental Commitment Joinder, Extended Facility Agreement or Refinancing Amendment, as applicable, to the principal balance of any then outstanding Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied to installments of such Term Loans on a pro rata basis (which consent shall not be unreasonably delayedincluding, withheld or conditioned)without limitation, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agentfinal payment due on the Maturity Date); fifth, (ii) is prepared by an independent appraiser approved by to the Administrative Agent, (iii) is at the sole cost and expense principal balance of the BorrowersSwingline Loans, (iv) satisfies until the requirements of FIRREAsame shall have been paid in full, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each the Swingline Lender; sixth, to the principal balance of the foregoing conditions Revolving Loans, until the same shall have been paid in this subsection (c) are satisfiedfull, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such new appraisal shall replace date plus any accrued and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementunpaid fees thereon. (d) In connection with If at any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in time the aggregate at such time is less than Revolving Credit Exposure of all Lenders exceeds the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate Aggregate Revolving Commitment Amount, as of April 13, 2005reduced pursuant to Section 2.8 or otherwise increased pursuant to Section 2.23, the Borrowers Borrower shall cause immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each prepayment shall be applied as follows: first, to Section 8.4the Swingline Loans to the full extent thereof; second, to the Revolving Loans that are Base Rate Loans to the full extent thereof; and third, to the Revolving Loans that are Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) In connection Concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any Casualty Event, Taking, Asset DispositionSale or Termination Payment, in excess of $10,000,000 in aggregate following the Borrowers shall make (andClosing Date, as applicablesuch Loan Party shall, or shall cause each HUD Subsidiaryits applicable Subsidiaries to, to make) a prepayment promptly prepay the outstanding principal amount of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) such excess Net Cash Proceeds; provided that, so long as (i) no Specified Event of Default or Event of Default occurring pursuant to Section 9.01(c) as a result of a violation of Section 7.01(b), Section 7.01(d), clause (i) of Section 7.02(a), or Section 8.14 shall have occurred and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and be continuing and (ii) Solely with respect the Obligations have not been accelerated Pursuant to Asset Dispositions Section 9.02(b) following the occurrence and during the continuance of Borrowersany other Event of Default, a Senior Officer the Borrowers shall have the option, directly or through one or more of Parent shall deliver a Compliance Certificate that shows that the Loan their Subsidiaries, to Value Ratio is not greater than seventyinvest such excess Net Cash Proceeds within three hundred sixty-five percent (75%365) taking days of receipt thereof in assets used or useful in the Businesses (including Permitted Acquisitions and other permitted Investments); provided, further, that if Borrower or any of its Subsidiaries enters into account a legally binding commitment (and has provided the Asset Disposition. In Administrative Agent a copy of such binding commitment for distribution to the event Lenders) to invest such excess Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such excess Net Cash Proceeds within the Loan to Value Ratio is greater than seventylater of (X) three hundred sixty-five percent (75%365) days following the receipt of such excess Net Cash Proceeds or (Y) one hundred eighty (180) days following the date such Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio or Subsidiary entered into compliancesuch legally binding commitment. (b) The Borrowers Concurrently with the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (other than Debt expressly permitted to be incurred or issued pursuant to ‎Section 8.01), such Loan Party shall, or shall remain responsible for and concurrently pay (with any such mandatory prepayment) cause its applicable Subsidiaries to, prepay the Administrative Agent (for the benefit outstanding principal amount of the Lenders) any amounts due Loans in an amount equal to 100% of all Net Cash Proceeds received by such Loan Party or owing pursuant to Section 8.4such Subsidiary from such incurrence or issuance. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned)Immediately upon a Change in Control, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Loan Parties shall prepay the Administrative Agent, (iii) is at the sole cost Loans in full together with all interest accrued and expense of the Borrowers, (iv) satisfies the requirements of FIRREAunpaid thereon, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementall other amounts owing or payable hereunder or under any other Loan Document. (d) In connection The BVI Borrower shall give the Administrative Agent immediate notice of the occurrence of any event requiring mandatory prepayment under this Section 2.04. Such notice must be received by the Administrative Agent not later than 2:00 p.m. at least three (3) Business Days prior to any Prepayment Date. Each such notice shall specify the date and the amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the relevant Facility of such prepayment. If such notice is given by the BVI Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment shall be accompanied by all accrued interest on the amount prepaid, together with any refinancing additional amounts required pursuant to ‎Section 3.03 and, in the case of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a mandatory prepayment of the Loans (until such time as with Net Cash Proceeds of an Asset Sale or, to the Loans have been paid in full) upon the occurrence extent resulting from voluntary termination of a Material Water Contract by any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsLoan Party, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing Termination Payment pursuant to Section 8.42.04(a) above and any mandatory prepayment pursuant to Sections 2.04(b) and 2.04(c) above, in each case, if such prepayment is made at any time during the first year after the Closing Date, the applicable Prepayment Premium in respect of the Loans. Each prepayment of any Class of outstanding Loans pursuant to this ‎Section 2.04 shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities and, in the case of any prepayment of any Closing Date Loans pursuant to this Section 2.04, shall be further subject to Section 12.26(a).

Mandatory Prepayments. (a) In connection with any Asset Disposition, the The Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of prepay the Term Loans until paid in full upon accordance with the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):following: (i) Concurrently with consummation the incurrence of any Asset DispositionIndebtedness by any Loan Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrowers shall prepay the Term Loans together with the applicable Prepayment Premium (if any) in an amount equal to one hundred percent (100%) of the applicable Net Debt Proceeds, to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Loan Agreement. (ii) Within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Disposition (other than any Disposition permitted under Section 9.04 (other than clause (b) thereof) the Borrowers shall prepay the Term Loans together with the applicable Prepayment Premium (if any) in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition in excess of $250,000, to be applied as set forth in Section 4.02(b); provided, however, that the Borrowers may, at their option by written notice to the Administrative Agent on or prior to the date of the Disposition giving rise to such Net Disposition Proceeds, within one hundred eighty (180) days after such event, reinvest or commit to reinvest such Net Disposition Proceeds in assets to be used in the business of the Borrowers so long as (A) the aggregate amount of Net Disposition Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (ii) shall not exceed $250,000 during any fiscal year, (B) no Event of Default has occurred and is continuing, and each Borrower certifies in writing to the Administrative Agent that no Event of Default has occurred and is continuing and (C) such Net Disposition Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment; provided further, that, if such Net Disposition Proceeds are committed to be reinvested within such one hundred eighty (180) day period, such Net Disposition Proceeds shall actually be reinvested within an additional one hundred eighty (180) day period. Nothing in this Section 4.02(a)(ii) shall be construed to permit or waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Loan Agreement. (iii) Within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from any Casualty Event, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, to be applied as set forth in Section 4.02(b); provided, however, that the Borrowers may, at their option by written notice to the Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Casualty Proceeds are in fact used or are committed to be used to rebuild or replace the damaged, destroyed or condemned assets or property within one hundred eighty (180) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds not so used after such period to be applied as set forth in Section 4.02(b); so long as (A) the aggregate amount of Net Casualty Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (iii) shall not exceed $500,000 during any fiscal year, (B) no Event of Default has occurred and is continuing, and each Borrower certifies in writing to the Administrative Agent that no Event of Default has occurred and is continuing and (C) such Net Casualty Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment; provided further, that, if such Net Casualty Proceeds are committed to be reinvested within such one hundred eighty (180) day period, such Net Casualty Proceeds shall be actually reinvested within an additional one hundred eighty (180) days. Nothing in this Section 4.02(a)(iii) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any Casualty Event. (iv) Within three (3) Business Days of the receipt by any Loan Party or any of its Subsidiaries of (A) any Net Equity Proceeds from the issuance of any Capital Stock (other than from an Equity Cure Investment which is covered by clause (B) below) in excess of $250,000 during any fiscal year (other than (w) Net Equity Proceeds received in connection with Permitted Acquisitions and Consolidated Capital Expenditures, (x) Qualified Capital Stock issued in connection with any employee stock option plan or employee incentive plan to employees or Affiliates of the Borrowers, (y) Net Equity Proceeds received from the issuance of Capital Stock by Parent to ‎Capital Park Group or any other equityholder of Parent or their respective Controlled Investment Affiliates as of the Closing Date or (z) Net Equity Proceeds received from the issuance of Capital Stock by Holdings to PrefCo or any other existing shareholder of Holdings (other than in connection with an Equity Cure Investment)), or (B) any Net Equity Proceeds from any Equity Cure Investment, the Borrowers shall prepay the Term Loans together with the applicable Prepayment Premium, in an amount equal to one hundred percent (100% %) of the lesser of (A) such Net Cash Equity Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock. (v) Within three (3) Business Days of the applicable Appraisal, or, as applicablereceipt by or on behalf of any Loan Party or any Subsidiary of any Loan Party of any Extraordinary Receipts, the mutually agreed upon value Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts in excess of $250,000, to be applied as set forth in Schedule 6.1.2(a)(iSection 4.02(b). (vi) attached hereto For each fiscal year of the Borrowers, commencing with the fiscal year ending December 31, 2020, on the date on which annual financial statements are required to be delivered pursuant to Section 8.01(c) for such fiscal year, the Borrower shall deliver to the Administrative Agent a written calculation of Consolidated Excess Cash Flow for the applicable fiscal year, certified by an Authorized Officer of the Borrower, and prepay the Term Loan in amounts equal to the Term Loan ECF Percentage, of Consolidated Excess Cash Flow for such fiscal year; provided that all voluntary prepayments of the Term Loans paid in cash, prior to the date of any parcel of real estate owned by any HUD Subsidiary, in either case, less prepayment made pursuant to this Section 4.02(a)(vi) (but without duplicationduplication of any such payments made in prior periods that reduced any payment required to be made under this Section 4.02(a)(vi) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions a prior fiscal year) will reduce the amount of Borrowersprepayments required to be made pursuant to this subsection (vi) on a dollar-for-dollar basis. Calculations of amounts payable under this Section 4.02(a)(vi) shall be based on the annual financial statements for Holdings and its Subsidiaries for the applicable fiscal year. Prepayments of Term Loans under this Section 4.02(a)(vi) shall be applied, in each case, first, on a Senior Officer pro rata basis to the remaining scheduled installments of Parent the Term Loans (other than the payment due on the Maturity Date) until paid in full and, then to the installment of the Term Loans due on the Maturity Date, on a dollar for dollar basis, and shall deliver a Compliance Certificate that shows that be made, in each case, pro rata among the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceapplicable Lenders. (bvii) The Borrowers shall remain responsible for and concurrently pay (with Notwithstanding anything to the contrary herein, immediately upon any such mandatory prepayment) the Administrative Agent (for the benefit acceleration of the Lenders) any amounts due or owing Obligations pursuant to Section 8.4. 10.02, (c) Subject to whether before, during or after the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld commencement of any proceeding under the Bankruptcy Code involving any Borrower or conditionedany other Loan Party), the Borrowers may have any parcel shall immediately repay all the Term Loans together with the applicable Prepayment Premium, unless only a portion of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal all the Term Loans is so accelerated (in which case the portion so accelerated shall be so repaid together with the applicable Prepayment Premium). The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 4.02(a)(vii) (i) is ordered by Administrative Agentadditional consideration for providing the Term Loans, (ii) is prepared by an independent appraiser approved by a material inducement to the Administrative AgentLenders to make the Term Loans, (iii) is at reasonable and is the sole cost and expense product of the Borrowersan arm’s length transaction between sophisticated parties ably represented by counsel, (iv) satisfies constitutes reasonable liquidated damages to compensate the requirements Lenders for (and is a proportionate quantification of) the actual loss of FIRREAthe anticipated stream of interest payments upon an early prepayment of the Term Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Term Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Closing Date), and (v) is otherwise in form and substance reasonably satisfactory not a penalty to Administrative Agent. If each punish the Borrowers for their early prepayment of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal Term Loans or for the applicable parcel occurrence of Real Estate for purposes any Event of this AgreementDefault. (dviii) In connection Concurrently with any refinancing Change of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005Control, the Borrowers shall cause such HUD Subsidiary to make a prepayment repay all the Term Loans together with the applicable Prepayment Premium. (ix) Notwithstanding any other provisions of the Loans Section 4.01(a)(ii), (until such time as the Loans have been paid in fulliii) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds or (v), (i) to the extent that any of or all the Net Disposition Proceeds from a Disposition by a Foreign Subsidiary or Net Casualty Proceeds or Extraordinary Receipts received by a Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds, Net Casualty Proceeds or Extraordinary Receipts so affected will not be required to be applied to repay Term Loans at the times provided in this Section 4.01(a)(ii), (iii) or (v), as applicable, but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds, Net Casualty Proceeds or Extraordinary Receipts is permitted under the applicable local law, an amount equal to such Net Cash Proceeds, Net Casualty Proceeds or Extraordinary Receipts that is permitted to be repatriated will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Debt Term Loans pursuant to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such DebtSection 4.01(a)(ii), (iii) or (v), as applicable, to the extent provided herein and (ii) to the transaction fees and expenses actually incurredextent that the Borrower Representative has determined in good faith that repatriation of any of or all the Net Disposition Proceeds from a Disposition by a Foreign Subsidiary or Net Casualty Proceeds or Extraordinary Receipts received by a Foreign Subsidiary would have materially adverse tax consequences to the Borrowers with respect to such Net Cash Proceeds, Net Casualty Proceeds or Extraordinary Receipts, such Net Cash Proceeds, Net Casualty Proceeds or Extraordinary Receipts so affected will not be required to be applied to repay Term Loans at the times provided in connection with such refinancing transaction4.01(a)(ii), (iii) or (v), as applicable, but may be retained by the applicable Foreign Subsidiary. Borrowers Notwithstanding anything to the contrary, nothing in this Agreement shall remain responsible for and concurrently pay (with be construed to require any such mandatory prepayment) Foreign Subsidiary to repatriate cash to the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4United States.

Mandatory Prepayments. (a) In connection with any Asset Disposition, Within ten (10) Business Days after the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% sale or other disposition of Property (including the sale or other disposition of Receivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the lesser of (A) Net Cash Proceeds, and (B) consideration received by the appraised Value Borrower or its Restricted Subsidiaries for such parcel sale or other disposition, together with the aggregate fair market value of Borrower’s Real Estate set forth in the applicable Appraisalconsideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, or, as applicableexceeds $25,000,000, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance an Officer’s Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent and the Lenders (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to notifying the Administrative AgentAgent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from such sales or other dispositions during such period). Unless within five (5) Business Days after receipt of such Officer’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Certificate the Administrative Agent, (iii) is at the sole cost and expense on behalf of the BorrowersRequired Lenders, (iv) satisfies shall have notified the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each Borrower of the foregoing conditions in this subsection Required Lenders’ election to forego prepayment, then on the date that is seven (c7) are satisfied, Business Days after the date on which the Borrower shall have delivered such new appraisal Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as in an amount equal to the Loans have been paid in full) upon the occurrence Ratable Share of any such refinancing by the amount that of Net Cash Proceeds certified in such Officer’s Certificate (or such lesser principal amount as shall then be outstanding), at 100% of the cash proceeds of such new financing exceeds principal amount so prepaid. Notwithstanding the foregoing, (i) the amount up to 100% of the Debt Net Cash Proceeds of such sales or other dispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a)) of its intention to repair or replace the Property subject to any such sale or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be repaid used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (including any prepayment premiumssuch repair, yield maintenance payments replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other amountsdisposition, fees shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or charges to be paid on such Debt)investment having been made, and (ii) only the transaction fees Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and expenses actually incurredbeyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the provisions of the first two sentences of this clause (a). (b) Any prepayments made by the Borrower pursuant to Section 2.12(a) above shall be applied by the Administrative Agent as follows: first to repay Term Loans on a pro rata basis as to each of Term Loan A, Term Loan A-1, Term Loan A-2-3 and Term Loan A-34 and, unless otherwise provided in the Incremental Facility Amendment applicable to the related Incremental Term Loan, each Incremental Term Loan (with the application of such prepayment to be, as to each of Term Loan A, Term Loan A-1, Term Loan A-2-3 and Term Loan A-34, and Incremental Term Loan, to the remaining scheduled principal installments owing in respect of each such Term Loan under Section 2.9(d), (e), (f) and (g), respectively (or, in connection the case of Incremental Term Loans, as set forth in the Incremental Facility Amendment applicable to the related Incremental Term Loan), on a pro rata basis (including the final installment due and payable on each such Term Loan)), second, to repay outstanding Swingline Loans and third, to repay outstanding Revolving Loans. All prepayments in respect of Revolving Loans required under this clause (b) shall be accompanied by a concurrent, automatic, irrevocable reduction and partial termination of the Revolving Commitments in an amount equal to such required prepayment, with such refinancing transaction. Borrowers reduction and partial termination allocated ratably among the Lenders in proportion to their respective Pro Rata Share. (c) If at any time the Revolving Credit Exposure of all Revolving Lenders exceeds the Aggregate Revolving Commitment then in effect, the Borrower shall remain responsible for immediately repay Swingline Loans and concurrently pay Revolving Loans in an amount equal to such excess (with Swingline Loans being repaid first to the full extent thereof and next to Revolving Loans to the full extent thereof), in each case, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment of Revolving Loans shall be applied first to the Revolving Base Rate Loans to the full extent thereof, and next to Revolving Eurodollar Loans to the full extent thereof. If such mandatory prepayment) excess is greater than the outstanding principal amount of the Swingline Loans and Revolving Loans (such greater amount, the “Remaining Excess Amount”), the Borrower shall Cash Collateralize its Reimbursement Obligations by depositing Cash Collateral in an amount equal to the Remaining Excess Amount plus any accrued and unpaid fees thereon into a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Payment Office, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the LendersLenders and in which the Borrower shall have no interest other than as set forth in Section 8.2. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuing Bank, a Lien in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of SunTrustTruist Bank having a maturity not exceeding thirty (30) days. The LC Collateral Account shall be administered in accordance with Section 2.22(g) hereof. If, after the date that the Borrower Cash Collateralizes its Reimbursement Obligations pursuant to this clause (c), (x) the Revolving Credit Exposure of all Lenders is less than Aggregate Revolving Commitment, for a period of at least ten (10) consecutive Business Days, and (y) no Default or Event of Default then exists, the funds in the LC Collateral Account shall be released by the Administrative Agent to the Borrower. (d) If at any time the Revolving Credit Exposure of all Revolving Lenders plus the aggregate principal amount in respect of the Term Loans then outstanding exceeds the Borrowing Base (without giving effect to clause (ii)(y) thereof) then in effect, the Borrower shall immediately repay the Loans (and, to the extent applicable, Cash Collateralize its Reimbursement Obligations) in an amount equal to such excess (or, if such excess exceeds $10,000,000, the Ratable Share of such excess), together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment made under this clause (d) within a Class of Loans shall be applied first to the Base Rate Loans of such Class to the full extent thereof, and next to Eurodollar Loans of such Class to the full extent thereof. Each prepayment required to be made under this clause (d) shall be applied ratably between the Revolving Facility (based on the Revolving Credit Exposure at such time) and the Term Loans then outstanding. In the case of prepayments and Cash Collateralization required under this clause (d) in respect of the Revolving Facility, such payments shall be applied by the Administrative Agent first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize the Borrower’s Reimbursement Obligations by depositing Cash Collateral in an LC Collateral Account in the manner and for the purposes described in clause (c) above. Prepayments required under this clause (d) in respect of the Term Loans shall be applied by the Administrative Agent to repay Term Loans on a pro rata basis as to each of Term Loan A, Term Loan A-1, Term Loan A-2-3 and Term Loan A-34 and, unless otherwise provided in the Incremental Facility Amendment applicable to the related Incremental Term Loan, each Incremental Term Loan (with the application of such prepayment to be, as to each of Term Loan A, Term Loan A-1, Term Loan A-2-3 and Term Loan A-34 and Incremental Term Loan, to the remaining scheduled principal installments owing in respect of each such Term Loan under Section 2.9(d), (e), (f) and (g), respectively (or, in the case of Incremental Term Loans, as set forth in the Incremental Facility Amendment applicable to the related Incremental Term Loan), on a pro rata basis (including the final installment due and payable on each such Term Loan)). Any prepayment in respect of Revolving Loans required under this clause (d) shall not be required to be accompanied by, and shall not otherwise result in, a concurrent reduction or owing pursuant to Section 8.4partial termination of the Revolving Commitments in the amount of such required prepayment.

Mandatory Prepayments. (a) In connection Within forty-five (45) days of the financial closing of any Equity Issuance other than a Restricted Payment Equity Issuance, the Borrower shall apply an amount equal to not less than the Applicable Equity Issuance Percentage of the Net Cash Proceeds of such Equity Issuance, at the Borrower’s election, exercisable on or prior to the receipt of such Net Cash Proceeds, (i) to prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) and/or (ii) to pay (or reserve to pay in a Debt Service Reserve Account) scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month period immediately following the date of the financial closing of such Equity Issuance; provided that, if and to the extent that the proceeds of any such Equity Issuance are to be used to fund Investment CAPEX or an Approved CAPEX Project, such proceeds shall be excluded in determining the amount of any mandatory prepayment required pursuant to this Section 3.4(a). (b) Within forty-five (45) days of the receipt by any Aracruz Party of Net Cash Proceeds from an Asset Sale (including receipt by any such Aracruz Party of proceeds from an Asset Sale involving the assets of Veracel), the Borrower shall apply the Net Cash Proceeds of such Asset Sale as follows: (i) 100% of the Net Cash Proceeds from an Asset Sale involving all or any portion of Collateral (which Asset Sale shall, for the avoidance of doubt, be carried out in accordance with Section 8.18) to prepay obligations under the Loans and, if and to the extent mutually agreed by the parties in an Intercreditor Agreement, any other Permitted Refinancing Debt that may be secured by the Collateral pursuant to the terms of such Intercreditor Agreement and in accordance therewith; (ii) 75% of the Net Cash Proceeds of any Asset DispositionSale involving all or any portion of the Capital Stock directly or indirectly held by Aracruz Celulose in Portocel (which Asset Sale shall, for the avoidance of doubt, be carried out in accordance with Section 8.18) or in Veracel to prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis); and (iii) 75% of the Net Cash Proceeds of any Asset Sale not referred to in clauses (i) or (ii) above to, at the Borrower’s election exercisable on or prior to the time of the closing of such Asset Sale, to (A) prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) and/or (B) pay (or reserve to pay in a Debt Service Reserve Account) scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month period immediately following the date of the financial closing of such Asset Sale. (c) Within forty-five (45) days of the receipt by any Aracruz Party of Net Cash Proceeds from a Casualty Event (including receipt by any such Aracruz Party of proceeds from an Asset Sale involving a Casualty Event of Veracel), the Borrowers Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment prepay an aggregate principal amount of the Loans until paid in full upon an amount equal to the amount of any such Net Cash Proceeds; provided, however, that, if and for so long as no Default or Event of Default is continuing hereunder and the Borrower has delivered a certificate to the Administrative Agent within fifteen Business Days of the occurrence of such Casualty Event stating that, within 180 days after the following occurrence of such Casualty Event (each or such other period set forth in such certificate if the Borrower reasonably determines that the Restoration of the affected Properties or assets cannot reasonably be concluded within 180 days, provided that such certificate outlines in reasonable detail the projected steps for the completion of such Restoration) (the “Relevant Reinvestment Period”), all or a portion of such Net Cash Proceeds (but in no event more than U.S.$75 million without the consent of the Majority Lenders) shall be used to Restore any Properties or assets in respect of which such Net Cash Proceeds were paid (which certificate shall set forth a detailed estimate of the Net Cash Proceeds to be so expended), all or such portion of such Net Cash Proceeds may be used to Restore any such affected Properties or assets during the Relevant Reinvestment Period; provided further, that if all or any portion of such Net Cash Proceeds is not ultimately required to be so applied within the Relevant Reinvestment Period pursuant to the preceding proviso, any remaining portion of such Net Cash Proceeds shall, within 10 days after the last day of the Relevant Reinvestment Period, be applied to prepay the Loans in an amount equal to the amount of such remaining portion of such Net Cash Proceeds. (d) Within ten (10) days of the financial closing of the issuance or borrowing of Permitted Refinancing Debt (any such date, an “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated ProceedsIncurrence Date”): (i) Concurrently with consummation of any Asset Dispositionif such Permitted Refinancing Debt is Subsequently Issued Pari Passu Refinancing Debt, in an amount equal to the Borrower shall apply 100% of the lesser of (A) Net Cash Proceeds, and (B) Proceeds of such Subsequently Issued Pari Passu Refinancing Debt to prepay the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment AmountsLoans; and (ii) Solely if such Permitted Refinancing Debt is not Subsequently Issued Pari Passu Refinancing Debt, the Borrower shall, at the Borrower’s option exercisable on or prior to the receipt of such Net Cash Proceeds, apply 100% of the Net Cash Proceeds of such Permitted Refinancing Debt to (A) prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) and/or (B) pay (or reserve to pay in a Debt Service Reserve Account) scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans due within the 12-month period immediately following such Incurrence Date. (e) Within forty-five (45) days of any optional prepayment of Permitted Refinancing Debt the effect of which is to cause (taking into account such prepayment) the weighted average maturity of such Permitted Refinancing Debt to be less than the weighted average maturity of the Loans, in each case, as calculated on the Incurrence Date of such Permitted Refinancing Debt, the Borrower shall prepay the Loans in an amount equal to the portion of such optional prepayment that caused the weighted average maturity of such Permitted Refinancing Debt to be less than the weighted average maturity of outstanding obligations under the Loans. (f) Within fifty (50) days of the date on which Aracruz Celulose has delivered its audited annual consolidated financial statements pursuant to Section 8.4 and in no event later than 140 days following the end of each Fiscal Year (such outside date, the “Original Excess Cash Payment Date”), the Borrower shall apply 75% of any Excess Cash attributable to such Fiscal Year to prepay the Loans; provided, however, that, if the making of such payment would cause the Aracruz Parties on a consolidated basis to have less than the Working Capital Cap in cash or Cash Equivalents as of the date of such payment, the Borrower may, by written notice to the Administrative Agent providing a certificate of the Chief Financial Officer of Aracruz Celulose to such effect, elect to defer such mandatory prepayment until the last day of the third Fiscal Quarter of the then-current Fiscal Year (the “New Excess Cash Payment Date”), in which case, on or prior to the New Excess Cash Payment Date, the Borrower shall apply 75% of any Excess Cash attributable to such immediately preceding Fiscal Year plus interest on 75% of such Excess Cash attributable to such immediately preceding Fiscal Year from the Original Excess Cash Payment Date to the New Excess Cash Payment Date (or, if earlier, the date on which the application of 75% of any Excess Cash attributable to the preceding Fiscal Year is made in full) at a per annum rate equal to the Default Rate (without duplication with the interest otherwise payable with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%such Excess Cash) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan Loans; provided that in order no event shall the Borrower be entitled to bring exercise the Loan election permitted in this clause (f) more than two (2) times prior to Value Ratio into compliancethe Maturity Date. (bg) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) Upon receipt of a written request from the Administrative Agent (which shall be provided by the Administrative Agent to the Collateral Agents on a monthly basis or more frequently upon written request of the Majority Lenders to the Administrative Agent), the Collateral Agents (upon reliance on any certificates of the Chief Financial Officer of Aracruz Celulose delivered to any such Collateral Agent pursuant to Section 3.4(i)) shall inform the Administrative Agent in writing whether or not the funds deposited in any Debt Service Reserve Accounts have been used for the benefit contemplated purpose during the contemplated period pursuant to any DSRA Application Notices delivered to the Collateral Agents pursuant to Section 3.4(i), and the Administrative Agent shall promptly inform the Borrower and each Lender in writing of such Collateral Agent’s response. Immediately, and in no event later than eight (8) Business Days after receipt of a written notice from the Administrative Agent (as informed by the applicable Collateral Agent pursuant to the previous sentence) that funds reserved in a Debt Service Reserve Account have not been used for the contemplated purpose during the contemplated period pursuant to the terms of this Agreement, the Borrower shall prepay the Loans and any MPP Debt (to the extent that the terms of such MPP Debt require such prepayment and, in any event, only on a Pro Rata Basis) in an amount equal to the amount that was not used for the contemplated purpose as set forth in such notice. (h) Any mandatory prepayment as provided for in this Section 3.4 shall be made together with accrued and unpaid interest on the principal amount so prepaid and all other amounts then payable under this Agreement (including Section 4.4) but without premium or penalty (subject to Section 4.4) and shall be applied to prepay the remaining installments of the Loans in the inverse order of maturity; provided that if any such prepayment would cause the Maturity Date to be earlier than the date that is the seven (7) year anniversary of the Closing Date, such prepayment shall be applied pro rata to the remaining installments of the Loans. The Borrower shall give the Administrative Agent notice of the proposed date of each such mandatory prepayment provided for in this Section 3.4 as provided in Section 3.7 and, upon the date specified in any such notice, the amount to be prepaid shall become due and payable hereunder. (i) If, pursuant to this Section 3.4, the Borrower elects to reserve in a Debt Service Reserve Account funds to (i) pay scheduled debt service obligations of the Obligors under Other Bilateral Debt, Permitted Refinancing Debt or the Loans or (ii) make mandatory prepayments hereunder pursuant to Section 3.4(k), in each case if and to the extent permitted by this Section 3.4, the Borrower shall (A) at the time of such election, specify the due date, principal amount or the amount of the mandatory prepayment to be made pursuant to Section 3.4(k), as the case may be, and creditor corresponding to each such debt service obligation in each case in writing to the Administrative Agent and Collateral Agents (each such written specification, a “DSRA Application Notice”) and (B) except as provided in clause (g) above, be entitled to withdraw such funds from the relevant Debt Service Reserve Accounts pursuant to the U.S. Account Control Agreement and Brazil Account Pledge Agreement only as necessary to pay such specified debt service obligations or to make such mandatory prepayments on such specified due dates and at no other time and for no other purpose, it being understood and agreed that, to the extent any funds are reserved in a Debt Service Reserve Account to make scheduled debt service payments or mandatory prepayments under the Loans, such funds shall be reserved in a Debt Service Reserve Account in New York for such purposes. Notwithstanding anything herein to the contrary, unless and until such funds are paid to such creditors, all funds in the Debt Service Reserve Accounts shall constitute part of the Collateral and no other Person other than the Collateral Agents (acting on behalf of the Lenders) shall have any amounts due right, title or owing pursuant interest in such account or the funds contained therein. The relevant Collateral Agent shall consent to any withdrawal from a Debt Service Reserve Account contemplated in this Section 8.43.4(i) if and as requested in writing by the Borrower or any Debt Service Reserve Account intermediary, within two (2) Business Days of receipt of a certificate of the Chief Financial Officer of Aracruz Celulose that such withdrawal is to be carried out in compliance with this Section 3.4(i) as well as any additional documentation as such Collateral Agent requires for payments to third parties. (cj) Subject If no Default or Event of Default exists and is continuing, then the relevant Collateral Agent shall, at the written direction of the Borrower from time to time (including by facsimile or electronic communication), cause the funds in any Debt Service Reserve Accounts to be invested or reinvested in one (1) or more Permitted Investments or, in the case of any Debt Service Reserve Account maintained in Brazil, Brazil Permitted Investments, in each case selected by the Borrower; provided that in no event shall either Collateral Agent: (i) have any responsibility whatsoever as to the validity or quality of any Permitted Investment, (ii) be liable for the selection of Permitted Investments or for investment losses incurred thereon or in respect of losses incurred as a result of the liquidation of any Permitted Investment before its stated maturity or the failure of the Borrower to provide timely written investment direction or (iii) have any obligation to invest or reinvest any such amounts in the absence of such investment direction. (k) Notwithstanding anything herein to the contrary, in the event that the Borrower is required to make a mandatory prepayment on a date other than a Payment Date, then the Borrower may, upon notice to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld elect to make such payment into a Debt Service Reserve Account maintained in New York, New York on or conditioned)before the date such payment is due, and on the next Payment Date following such date, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any Borrower shall apply the funds deposited in such new appraisal (iDebt Service Reserve Account pursuant to this Section 3.4(k) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with If at any Asset Dispositiontime the Total Revolving Credit Outstandings exceed the Revolving Credit Facility, the Borrowers Borrower shall make (andimmediately prepay Revolving Credit Loans, as applicableSwing Line Loans or Cash Collateralize the L/C Obligations, shall cause each HUD Subsidiary, to make) a prepayment or any combination of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Dispositionforegoing, in an aggregate amount equal to 100% such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(a) unless after the prepayment in full of the lesser of (A) Net Cash Proceeds, Revolving Credit Loans and (B) the appraised Value for Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancetime. (b) The Borrowers If the Borrower or any of its Subsidiaries (other than, following the New Dive IPO, New Dive) receives Net Cash Proceeds in excess of $2,500,000 from any Asset Disposition or any Recovery Event (or series of related Asset Dispositions or Recovery Events), then (i) on the next Business Day following the date of receipt by the Borrower or the applicable Subsidiary of such Net Cash Proceeds and (ii) subject to Section 2.06(e), the Borrower shall remain responsible for prepay the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d); provided, however that at the election of the Borrower, and concurrently pay so long as no Default shall have occurred and be continuing, the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) may reinvest all or any portion of such Net Cash Proceeds if such reinvestment complies with any such mandatory prepaymentthe following requirements: (w) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Borrower and/or any such permitted Subsidiary intends to reinvest all or any portion of such Net Cash Proceeds in accordance with this Section 2.06(b), (x) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall reinvest such Net Cash Proceeds to acquire Oil and Gas Properties or operating assets (including the construction of any such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing any such assets) or to improve, enlarge, develop, re-construct or repair the affected asset, or any combination of the foregoing in each case, within 365 days after the receipt of the applicable Net Cash Proceeds, (y) the Borrower, the applicable Subsidiary or any Loan Party (or any combination of the foregoing) shall, in the case of any Disposition of, or Recovery Event with respect to, any Collateral, reinvest such proceeds in assets of the type described in clause (x) above (including the construction of such assets and the Acquisition of all of the Equity Interests in one or more Persons owning or constructing such assets) which will constitute Collateral and take all actions required by Section 6.13 with respect thereto (provided that any Equity Interests purchased with Net Cash Proceeds of Collateral pursuant to this Section 2.06(b) shall be issued by a Person organized under the laws of any political subdivision of the United States), and (z) the Borrower shall prepay the Loans, as set forth in Section 2.06(d), with any portion of such Net Cash Proceeds not expended in accordance with this Section 2.06(b) within such period. Pending the application of any such Net Cash Proceeds, the Borrower may reduce outstanding Indebtedness under the Revolving Credit Loans or invest such Net Cash Proceeds in Cash Equivalents in which the Administrative Agent, for the benefit of the Secured Parties, has a perfected first priority security interest, subject only to Permitted Collateral Liens. The provisions of this Section do not constitute a consent to the consummation of any Disposition not permitted by Section 7.05. With respect to any Asset Disposition or Recovery Event which will result in Net Cash Proceeds in excess of $25,000,000, the Borrower shall notify the Administrative Agent thereof on or prior to the date of the applicable Asset Disposition or promptly following the date that the Borrower has actual knowledge that a Recovery Event has occurred. (c) If any Indebtedness shall be issued or incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness permitted to be incurred in accordance with Section 7.03(a) through (f) and (h) through (n)), then on the next Business Day following receipt by the Borrower or the applicable Subsidiary of the Net Cash Proceeds from such issuance or incurrence, the Borrower shall prepay the Loans by an amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.06(d). The provisions of this Section do not constitute a consent to the issuance or incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not otherwise permitted hereunder. (d) Each prepayment of Loans pursuant to the foregoing provisions of Section 2.06 shall be applied, first, to the prepayment of the Term Loans on a pro rata basis and second to the prepayment of the Revolving Credit Loans as provided in Section 2.06(f) below. Any prepayment of a Loan pursuant to this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. The amount of each prepayment of the Term Loans pursuant to this Section 2.06 shall be applied ratably to the then remaining installments of the Term Loans. (e) Notwithstanding any of the other provisions of clause (b) or (c) of this Section 2.06, so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing: (i) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date thereafter on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under clause (b) or (c) of this Section 2.06 to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.06. Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.06 (without giving effect to the first and second sentences of this clause (e)) but which have not previously been so applied. (ii) If, on any date on which a prepayment would otherwise be required to be made pursuant to clause (b) or (c) of this Section 2.06, the Borrower may, upon prior written notice to the Administrative Agent, elect to defer such all or any portion of such required prepayment until the end of an Interest Period provided that (A) all of the applicable Net Cash Proceeds not previously applied to prepay the Loans shall be deposited in a blocked deposit account at Bank of America on or before the Business Day following receipt of such proceeds and (B) such proceeds are applied to prepay the Loans at the end of such Interest Period. The Borrower hereby grants to the Administrative Agent, for the benefit of the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. During the continuance of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any amounts due such deferral period, the Administrative Agent may, and at the direction of the Required Banks shall, prepay the Loans in the amount of all Net Cash Proceeds and proceeds thereof on deposit in, or owing pursuant to Section 8.4credited to, such deposit account. (cf) Subject Prepayment of the Revolving Credit Facility made pursuant to this Section 2.06, first, shall be applied ratably to the Administrative Agent’s written consent (which consent L/C Borrowings and the Swing Line Loans, second, shall not be unreasonably delayedapplied ratably to the outstanding Revolving Credit Loans, withheld or conditioned)and, third, shall be used to Cash Collateralize the Borrowers may have any parcel remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agentall L/C Borrowings, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost Swing Line Loans and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate Revolving Credit Loans outstanding at such time is less than and the Excess Cash Flow generated Collateralization of the remaining L/C Obligations in full may be retained by the HUD Subsidiaries Borrower for use in the aggregate as ordinary course of April 13, 2005its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the Borrowers funds held as Cash Collateral shall cause such HUD Subsidiary be applied (without any further action by or notice to make a prepayment of or from the Loans (until such time Borrower or any other Loan Party) to reimburse the applicable L/C Issuer or the Revolving Credit Lenders, as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4applicable.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently If on any day an EBITDA Deficit exists, Borrowers shall immediately pay to Agent an amount equal to such EBITDA Deficit to be applied to the outstanding principal amount of the Term Loans and the Revolver Usage in accordance with consummation clause (d) below. (ii) Immediately upon any sale or disposition by any Loan Party or any of any Asset Dispositionits Subsidiaries of property or assets (other than sales or dispositions of Inventory in the ordinary course of business), Borrowers shall prepay the outstanding principal amount of the Term Loans and the Advances and cash collateralization of the Letters of Credit in accordance with clause (d) below in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) Proceeds received by such Person in connection with such sales or dispositions to the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Term Loans and the Advances and cash collateralize the Letters of Credit) for all such sales or dispositions shall exceed $100,000 in any Fiscal Year (until other than sales or dispositions of Inventory or insurance proceeds or condemnation awards with respect to Inventory, which shall not be subject to such time as the Loans have been paid threshold). Nothing contained in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and this subclause (ii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (iii) Upon the transaction fees and expenses actually incurredreceipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) prepay the Administrative Agent (for the benefit outstanding principal of the LendersTerm Loans and the Advances and cash collateralize the Letters of Credit in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any amounts due or owing pursuant to Section 8.4reasonable expenses incurred in collecting such Extraordinary Receipts.

Mandatory Prepayments. There shall become due and payable and Borrower shall prepay the Term Loan (aand the Revolving Loans, Swingline Loans and WCMA Loans) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):and at the following times: (i) Concurrently with consummation on the date on which any Credit Party (or Administrative Agent as loss payee or assignee) receives any Major Casualty Proceeds, an amount equal to one hundred percent (100%) of such Major Casualty Proceeds; provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient (other than Administrative Agent) of any Major Casualty Proceeds may reinvest the amount of such Major Casualty Proceeds within ninety (90) days, in replacement assets comparable to the assets giving rise to such Major Casualty Proceeds; provided, that the aggregate amount which may be reinvested by Borrower and its Subsidiaries pursuant to the preceding proviso may not exceed $350,000 in any Fiscal Year; provided, further, that if the applicable Credit Party does not intend to fully reinvest such Major Casualty Proceeds, or if the time period set forth in this sentence expires without such Credit Party having reinvested such Major Casualty Proceeds, Borrower shall prepay the Loans in an amount equal to such Major Casualty Proceeds (to the extent not reinvested or intended to be reinvested within such time period); (ii) upon receipt by any Credit Party of the proceeds from the issuance and sale of any Debt or equity securities (other than (1) proceeds of Debt securities expressly permitted pursuant to Section 5.1, (2) proceeds from the issuance of equity securities to Borrower or any Wholly-Owned Subsidiary, and (3) proceeds from the issuance of equity securities of Borrower (or a parent company of Borrower) upon the exercise of any stock option to acquire securities of Borrower), in each case in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such issuance and sale; (iii) upon receipt by any Credit Party of the proceeds of any Asset Disposition, an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Asset Disposition; provided, that no prepayment shall be required pursuant to this Section 2.1(c)(iii) unless and until the aggregate Net Cash Proceeds received during any Fiscal Year from Asset Dispositions exceeds $350,000 (in which case all Net Cash Proceeds in excess of such amount shall be used to make prepayments pursuant to this Section 2.1(c)(iii)), and provided, that, so long as no Default or Event of Default has occurred and is continuing, the recipient of such Net Cash Proceeds may reinvest the amount of such Net Cash Proceeds within ninety (90) days, in replacement fixed assets of a kind then used or usable in the business of such Credit Party. If the applicable Credit Party does not intend to so reinvest such Net Cash Proceeds, or if the time period set forth in the immediately preceding sentence expires without such Credit Party having reinvested such Net Cash Proceeds, Borrower shall prepay the Loans in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (iiiv) Solely with respect upon receipt by any Credit Party of any Extraordinary Receipts, an amount equal to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five one hundred percent (75100%) taking into account the Asset Dispositionof such Extraordinary Receipts. In the event the Loan Any amounts permitted to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing be reinvested pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal preceding clauses (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, or (iii) is at shall be immediately applied by Borrower as a prepayment against then outstanding Revolving Loans and then, any remainder to WCMA Loans, and Administrative Agent shall establish a Reserve (the sole cost “Reinvestment Reserve”) against the Revolving Loan Limit and expense the WCMA Loan Limit in an amount equal to such permitted reinvestment amount. So long as no Default or Event of Default then exists, Administrative Agent shall permit Revolving Loan Borrowings to finance the making of reinvestments permitted pursuant to the preceding clauses (i) and (iii), and shall concurrently reduce the Reinvestment Reserve by an equivalent amount. Any remaining portion of the Borrowers, Reinvestment Reserve shall be reduced to zero (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full0) upon the occurrence expiration of any such refinancing by the amount that applicable reinvestment periods pursuant to the cash proceeds of such new financing exceeds preceding clauses (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4iii).”

Mandatory Prepayments. (a) In connection with Not later than the fifth Business Day following the receipt of Net Cash Proceeds in respect of any Asset DispositionSale, the Borrowers Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(g). (b) In the event and on each occasion that any Equity Issuance (other than any Equity Issuances to the extent the Net Cash Proceeds of the same are used to make permanent repayments or repurchases of Term Loans by the Borrower), occurs, the Borrower shall, substantially simultaneously with (andand in any event not later than the third Business Day next following), as applicableapply an amount equal to 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(g) provided, that, with respect to the Net Cash Proceeds of any Equity Issuances, if (x) the Borrower shall cause each HUD Subsidiarydeliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof (or promptly thereafter) setting forth the Borrower’s intent to invest such proceeds in Capital Expenditures permitted herein within 6 months of receipt of such proceeds and (y) no Event of Default shall have occurred and shall be continuing at the time of such certificate, the Borrower shall not be required to make) a apply such amounts to the prepayment of the outstanding Term Loans until paid in full pursuant to this clause (b) except to the extent such proceeds are not so invested or contractually committed to be so invested by the end of such 6 month period, at which time such proceeds shall be applied to the prepayment of the outstanding Term Loans pursuant to this clause (b); provided further that (x) if any portion of such proceeds are not so used within such 6 month period but within such 6-month period are contractually committed to be used, then upon the occurrence termination of such contract (or if any such proceeds are not so used within 18 months of initial receipt), such remaining portion shall be applied to the prepayment of the following outstanding Term Loans pursuant to this clause (each a “Mandatory Prepayment Event”b) as of the earlier of the date of such termination or expiry of such 18-month period and (y) such proceeds shall be applied to the prepayment of the outstanding Term Loans pursuant to this clause (b) notwithstanding any investment notice if there is an Event of Default at the following times and in time of a proposed investment unless such proposed investment is made pursuant to a binding commitment entered into at a time when no Event of Default was continuing. (c) No later than the following amounts (such applicable amounts being referred to as “Designated Proceeds”): earlier of (i) Concurrently 90 days after the end of each fiscal year of the Borrower, commencing with consummation of any Asset Dispositionthe fiscal year ending on December 31, in 2012, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall apply an amount equal to 100% of Excess Cash Flow for the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect fiscal year then ended to prepay the Loan outstanding Term Loans in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (accordance with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned2.13(g), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (e) In the event that any Loan Party shall receive Net Cash Proceeds from any Extraordinary Receipt, such Loan Party shall, substantially simultaneously with (and in any event not later than the Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(g). (f) In the event that the Borrower, in its sole discretion, determines to permanently reduce the Collateral Posting Amount other than in connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) the reduction of the HUD Subsidiaries in commitments under or termination of the aggregate at such time is less Indebtedness incurred pursuant to, Sections 6.01(h) and (i), the Borrower shall, not later than the Excess Cash Flow generated by third Business Day following such determination, apply 100% of the HUD Subsidiaries in amount of such reduction to the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the outstanding Term Loans in accordance with Section 2.13(g). (until such time as the g) Mandatory prepayments of outstanding Term Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds under this Agreement shall be applied (i) in direct order of maturity with respect to the amount next four remaining scheduled installments of principal due in respect of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), Term Loans under Section 2.11(a) and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers pro rata thereafter. (h) The Borrower shall remain responsible for and concurrently pay (with any such mandatory prepayment) deliver to the Administrative Agent Agent, at the time of each prepayment required under this Section 2.13, (for the benefit i) a certificate signed by a Financial Officer of the LendersBorrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) any amounts due to the extent practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or owing pursuant portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 8.42.16, but shall otherwise be without premium or penalty (except as provided in Section 2.12(d)), and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. No later than the third (a3rd) In connection with Business Day following the date of receipt by Holdings or any Asset Dispositionof its Subsidiaries of any Net Cash Proceeds of any sale or disposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $250,0001,000,000, the Borrowers Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Obligations in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds Proceeds of such new financing exceeds sale or disposition; provided, that (i) the amount Borrower shall not be required to prepay the Obligations with respect to proceeds from the sales or dispositions of assets in the Debt to be repaid ordinary course of business (including any prepayment premiums, yield maintenance payments obsolete or other amounts, fees worn-out equipment no longer useful in its business) or charges to be paid on such Debtin connection with Permitted Reinsurance Activities in the ordinary course of business and consistent with industry practice (including the “InsureTech” industry), and (ii) so long as no Default or Event of Default shall have occurred and be continuing at the transaction fees time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and expenses actually incurredits Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrustTruist Bank or subject to Control Account Agreements until reinvested; provided, in connection with such refinancing transaction. Borrowers further that the obligation of the Borrower to prepay the Obligations under this subsection (a) shall remain responsible for and concurrently pay also not apply solely to the extent that (with any such mandatory prepaymentA) the Administrative Agent sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the assets of a Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the benefit prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the LendersNet Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (a). Any such prepayment shall be applied in accordance with subsection (f) any amounts due or owing pursuant to Section 8.4of this Section.

Mandatory Prepayments. (a) In connection with Immediately upon receipt by the Borrower or any Asset Disposition, of its Subsidiaries of proceeds of any sale or disposition by the Borrowers shall make Borrower or such Subsidiary of any of its assets (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): excluding (i) Concurrently with consummation sales of any inventory in the ordinary course of business and (ii) Designated Asset Disposition, Sales) the Borrower shall prepay the Loans within five Business Days of receipt of such proceeds in an amount equal to 100% all such proceeds, net of commissions and other reasonable and customary transaction costs, fees, reserves and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, if paid to an Affiliate, subject to Section 7.7); provided, however, that if the Borrower shall deliver to the Administrative Agent within such five Business Days, a certificate of the lesser Borrower to the effect that the Borrower or any of its Subsidiaries intends to apply the net cash proceeds from such asset sale (Aor a portion thereof as specified in such certificate) Net Cash Proceedswithin 270 days after receipt of such net cash proceeds, to purchase replacement or other fixed assets for use in the operations of the Borrower or any of its Subsidiaries, and certifying that no Default or Event of Default has occurred and is then continuing, then in each such case no prepayment shall be required in respect of the net cash proceeds from such asset sale (Bor the portion of such net cash proceeds specified in such certificate, if applicable); provided, further, that if by the end of any such 270 day period, any such net cash proceeds therefrom have not been so applied, prepayment shall be required at such time in an amount equal to the net cash proceeds not so applied. The Revolver Commitments of the Lenders may, at the option of the Required Lenders, be permanently reduced by the amount of any such prepayments made during the existence of any Event of Default. Any such prepayment shall be applied in accordance with paragraph (b) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancebelow. (b) The Borrowers Any prepayments made by the Borrower pursuant to Sections 2.13(a) above shall remain responsible for be applied as follows: first, to Administrative Agent’s fees and concurrently pay reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders, if any, and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest then due and payable on the Loans made to Borrower, pro rata to the Lenders based on their respective Revolving Commitments; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; and fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments. (with c) In the event and on each occasion that the sum of the Dollar Equivalent of the aggregate principal amount of outstanding Revolving Loans and LC Exposure exceeds the Aggregate Revolving Commitment Amount then in effect, then, the Borrower shall promptly prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess. Immediately upon determining the need to make any such mandatory prepayment) , the Borrower shall notify the Administrative Agent (of such required prepayment and of the identity of the particular Revolving Loans being prepaid. If the Administrative Agent shall notify the Borrower that the Administrative Agent has determined that any prepayment is required under this Section 2.13(c), the Borrower shall make such prepayment and/or reduce the LC Exposure no later than the second Business Day following such notice. Any prepayment of Revolving Loans pursuant hereto shall not be limited by the notice provision for optional prepayments set forth in Section 2.12. Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and any applicable breakage fees and funding losses pursuant to Section 2.20. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurocurrency Rate Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders) , an amount in cash equal to such excess plus any amounts due or owing pursuant accrued and unpaid fees thereon to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised held as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal collateral for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary LC Exposure. Such account shall be administered in which Excess Cash Flow (as defined the manner provided in Section 10.15(b)2.23(g) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4hereof.

Mandatory Prepayments. (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of a Loan Party or any of its Subsidiaries in respect of any Prepayment Event or Sale and Leaseback Transaction, the Borrower shall within two (2) Business Days after such Net Proceeds are received prepay the Obligations as set forth in Section 2.10(d) below in an aggregate amount equal to (x) in the case of a Prepayment Event described in clause (c) of the definition thereof, 50% of such Net Proceeds and (y) in the case of any other Prepayment Event or a Sale and Leaseback Transaction, 100% of such Net Proceeds. Notwithstanding the foregoing, (1) up to $1,000,000 of Net Proceeds arising from the events of the type described in clause (a) In connection with of the definition of Prepayment Event in any Asset DispositionFiscal Year and (2) 100% of the Net Proceeds arising from the events of the type described in clause (b)(i) of the definition of Prepayment Event in any Fiscal Year shall not be required to be used to prepay the Obligations to the extent such Net Proceeds are used to purchase, replace, repair or restore properties or assets used in any Loan Party’s business; provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Proceeds, (B) such proceeds are used to invest or reinvest in, or otherwise purchase, replace, repair or restore, properties or assets constituting (1) ABL Priority Collateral if the property or assets Disposed of or subject to casualty or condemnation constituted ABL Priority Collateral, (2) Term Loan Priority Collateral if the property or assets Disposed of or subject to casualty or condemnation constituted Term Loan Priority Collateral, or (3) ABL Priority Collateral and Term Loan Priority Collateral (in a percentage determined in good faith by the Administrative Agent, subject to the Intercreditor Agreement) if the property or assets sold or Disposed of or subject to casualty or condemnation constituted both ABL Priority Collateral and Term Loan Priority Collateral, (C) the Borrower delivers a certification to the Administrative Agent stating that such Net Proceeds shall be used to purchase, replace, repair or restore properties or assets used in any Loan Party’s business within a period specified in such certificate not to exceed one hundred eighty (180) days after the date of receipt of such Net Proceeds (which certificate shall set forth estimates of the Net Proceeds to be so expended), (D) such Net Proceeds are deposited in an account subject to a Deposit Account Control Agreement (as defined in the Security Agreement) and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (C) above or (2) unless otherwise agreed to by the Administrative Agent in writing, the Borrowers shall make (andoccurrence and during the continuance of an Event of Default, as applicablesuch Net Proceeds, if not theretofore so used, shall cause each HUD Subsidiarybe used to prepay the Obligations in accordance with Section 2.10(d). (ii) In the event and on any such occasion that the aggregate outstanding principal balance of the Term Loan exceeds the Term Loan Borrowing Base, the Borrower shall, within two (2) Business Days of such event, prepay the Obligations as set forth in Section 2.10(d) below in an aggregate amount equal to makesuch excess. (iii) a prepayment In the event that there shall be Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending April 30, 2023), the Borrower shall, no later than the tenth (10th) day following the date that annual financial statements are due in accordance with Section 5.01(a)(i) (the “ECF Payment Date”), prepay the Loans as set forth in Section 2.10(d) below in an aggregate amount equal to the positive difference (if any) between (A) 50% of such Excess Cash Flow for such Fiscal Year, minus, at the option of the Borrower, (B) voluntary prepayments of the Loans until paid in full upon the occurrence made during such Fiscal Year, but excluding any repayments of the following Loans made with the proceeds of any long-term indebtedness (each a other than revolving Indebtedness) (such amount for any given Fiscal Year, the “Mandatory Prepayment EventECF Amount”) at the following times and ); provided that, in the following amounts event the Borrower is unable to make any mandatory prepayment described in this Section 2.10(c)(iii) on any ECF Payment Date due to the failure to satisfy the conditions set forth in Section 2.3(b) of the Intercreditor Agreement (as in effect on the date hereof) on such applicable amounts being referred date, then Borrower shall not be obligated to make such prepayment until, and shall make such prepayment on, the first date thereafter on which, before and after giving pro forma effect to such prepayment, the conditions set forth in Section 2.3(b) of the Intercreditor Agreement (as “Designated Proceeds”): (iin effect on the date hereof) Concurrently with consummation are satisfied; provided further, that in the case of any Asset Dispositionthe Fiscal Year ending April 30, 2023, Borrower shall only be obligated to prepay the Loans in an amount equal to 100% the applicable ECF Amount for the period commencing with the first day of the lesser of (A) Net Cash Proceedsfirst month after the Effective Date and ending on April 30, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance2023. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (ai) In connection with Upon any Asset DispositionChange of Control, the Borrowers (A) Borrower shall make prepay all Obligations within one (and, as applicable, shall cause each HUD Subsidiary, to make1) a prepayment Business Day of the Loans until paid in full upon the occurrence of such Change of Control and (B) the Commitments shall automatically be deemed to be $0 without any further action by the Administrative Agent or the Lenders. (ii) If a Liquidity Event has occurred and has continued for thirty (30) consecutive days then (A) on the following Business Day the Borrower shall prepay all Obligations and (each a “Mandatory Prepayment Event”B) at the following times and Commitments shall automatically be deemed to be $0 without any further action by the Administrative Agent or the Lenders. (iii) If any Loan Party Disposes of any Property (other than any Disposition of any Property permitted by Section 7.8(a) through (h)) which results in the following amounts realization by such Person of Net Cash Proceeds, Borrower shall deposit 100% of such Net Cash Proceeds into the Collection Account within one (1) Business Day of receipt thereof by such applicable amounts being referred Person; provided, however, that the first $250,000 of such Net Cash Proceeds received in any fiscal year shall not be subject to as “Designated Proceeds”):the requirements set forth in this Section 2.8(d)(iii). (iiv) Concurrently with consummation the incurrence or issuance by any Loan Party of any Asset DispositionDebt (other than Debt expressly permitted to be incurred or issued pursuant to Section 7.1), Borrower shall prepay the Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an amount equal to one hundred percent (100%) of the Net Cash Proceeds thereof. (v) Upon any Extraordinary Receipt received by or paid to or for the account of any Loan Party, and not otherwise included in clause (i) of this Section 2.8(d), Borrower shall deposit 100% of the lesser of (A) such Net Cash ProceedsProceeds received therefrom in the Collection Account within one (1) Business Day of receipt thereof by such Loan Party; provided, and (B) however, that the appraised Value for first $250,000 of such parcel of Borrower’s Real Estate Extraordinary Receipts received in any fiscal year shall not be subject to the requirements set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancethis Section 2.8(d)(v). (bvi) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing All prepayments made pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditionedSections 2.8(d)(i), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies shall be applied first to prepay any Protective Advances that may be outstanding and second to prepay the requirements of FIRREA, Revolving Credit Loans and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementCash Collateralize outstanding LC Obligations. (dvii) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon Upon the occurrence of any such refinancing by event triggering the amount that the cash proceeds of such new financing exceeds deposit or prepayment requirement under clauses (i) through (v) above, the amount of the Debt Borrower shall deliver prompt written notice thereof to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for and upon receipt of such notice, the benefit of Administrative Agent shall promptly so notify the Lenders) any amounts due or owing pursuant to Section 8.4.. CREDIT AGREEMENT – Page 58 LEGAL_US_W # 119605720.10181885305.2

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers The Loan is subject to mandatory prepayment as provided in Section 7.4. (b) Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):mandatory prepayments: (i) Concurrently with consummation of any Asset Disposition, in pay an amount equal to 100% all Excess Collateral Proceeds to Lender, up to the amount necessary to fully repay the Loan including all interest accrued to the date of prepayment and any other sums then due and payable by Borrower to Lender, immediately following the closing of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amountstransaction; and (ii) Solely with respect pay an amount equal to Asset Dispositions of Borrowersall Excess Non-Collateral Proceeds to Lender, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that up to the amount necessary to fully repay the Loan including all interest accrued to Value Ratio the date of prepayment and any other sums then due and payable by Borrower to Lender, immediately following the closing of the applicable transaction; provided, however, the first $75,000,000 of Excess Non-Collateral Proceeds may be retained and used by Guarantor and its Affiliates for working capital to operate their respective businesses in the normal course or for any principal payment under any loan where the amount of such repayment or prepayment is not greater mandatory under the loan documents associated with such loan (including upon maturity thereof), other than seventy-five percent (75%A) taking into account the Asset Disposition. In the event the Loan payment to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any Affiliate of Guarantor, or any partner, member, shareholder or participant of any such mandatory prepaymentPerson, including, without limitation, the payment of any dividend, distribution, fee, principal, interest or leasing payment (except for payment of fees under the Advisory Agreement or the AIP Reimbursement Agreement, which are expressly permitted to the extent provided by Section 5.34), or (B) the Administrative Agent optional repayment or optional prepayment of any Indebtedness of Guarantor or any Affiliate thereof to any third party (other than Lender). Notwithstanding anything to the contrary in the Section 2.3.2(b)(ii), any Excess Non-Collateral Proceeds from the sale of any of the properties listed on Schedule 10 may be used to repay all or a portion of the CF Branch Mortgage Loan and any amounts applied to repay all or a portion of such loan not be deemed to be funds retained and used by Guarantor and its Affiliates for the benefit purpose of the Lenders) any amounts due or owing pursuant to first sentence of Section 8.42.3.2(b)(ii). (c) Subject On October 1, 2012, and on each Payment Date thereafter, Borrower shall make an amortization payment to Lender in an amount equal to $1,500,000.00 (the Administrative Agent’s written consent (which consent “Monthly Amortization Amount”) until the Debt is repaid in full and the balance of the Debt shall not be unreasonably delayedrepaid in full on the Maturity Date; provided, withheld or conditioned)however, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Monthly Amortization Amount shall be increased to $2,000,000 for the Administrative Agent, (iii) is at the sole cost and expense period of the BorrowersTerm following a BBD1 Termination Event that is not due to a default by BBD1 Holdings, (iv) satisfies LLC, commencing on the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for Payment Date immediately following the applicable parcel of Real Estate for purposes of this AgreementBBD1 Termination Event. (d) In connection with any refinancing Within two (2) business days after a BBD1 Termination Event, Borrower shall make an amortization payment to Lender in an amount equal to $6,000,000.00 and Borrower authorizes Lender to apply all funds in the AFRT Cash Management Account solely for the purpose of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) reducing the outstanding balance of the HUD Subsidiaries in Debt. Lender shall acknowledge that it received such funds from the aggregate at such time is less than the Excess AFRT Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Management Account promptly following receipt thereof.

Mandatory Prepayments. (a) In connection with Not later than thirty (30) Business Days following receipt by the Borrower or any Asset Dispositionof its Restricted Subsidiaries of Net Cash Proceeds of any Disposition (other than Dispositions permitted under Section 7.6(c), (d), (e), and (f)) or Recovery Event, the Borrowers Borrower shall make (andprepay the Term Loans, as applicablesubject to the terms in Section 2.12(i), shall cause each HUD Subsidiary, to makein accordance with Section 2.12(e) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% such Net Cash Proceeds; provided that such prepayment shall not be required (i) if the Borrower has notified the Administrative Agent prior to the expiration of such 30-Business Day period that such Net Cash Proceeds are to be used to repair or replace the property subject to such Disposition or Recovery Event or to acquire other property useful in the business of the lesser Borrower or its Subsidiaries, and either such use or acquisition shall occur, or a binding commitment for such use or acquisition shall have been entered into, within one year of the date of such Disposition or Recovery Event, and (Aii) if the aggregate amount of such Net Cash Proceeds that are not reinvested or committed for such reinvestment in accordance with the foregoing clause (i) hereof is less than or equal to (x) with respect to the Net Cash Proceeds of Dispositions, $10,000,000 in any Fiscal Year and (y) with respect to the Net Cash Proceeds of Recovery Events, $5,000,000 in any Fiscal Year; provided further that if the Borrower shall fail to reinvest such Net Cash Proceeds within such one-year period but shall have notified the Administrative Agent prior to the expiration of such one-year period in writing of an Investment that the Borrower has committed to make with such Net Cash Proceeds, and (B) the appraised Value then such one-year reinvestment period shall be extended for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancean additional 180 days. (b) The Borrowers shall remain responsible for and concurrently pay If the Borrower or any Subsidiary incurs or issues any Indebtedness (with any such mandatory prepayment1) the Administrative Agent (for the benefit of the Lenders) any amounts due not expressly permitted to be incurred or owing issued pursuant to Section 8.47.1 or (2) that is intended to constitute Replacement Term Loans or Credit Agreement Refinancing Indebtedness in respect of any Class of Terms Loans, the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds. Any such prepayment shall be applied in accordance with Section 2.12(e). (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditionedterms in Section 2.12(h), commencing with the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any Fiscal Year ending December 31, 2019, no later than ten (10) Business Days after the date on which the Borrower’s annual audited financial statements for such new appraisal Fiscal Year are required to be delivered pursuant to Section 5.1(a), (i) to the extent that the Consolidated First Lien Leverage Ratio as of the last day of such Fiscal Year (and for purposes hereof recalculated to give pro forma effect to any such pay down or reduction (including payments made after year-end and prior to the time such Consolidated Excess Cash Flow prepayment is ordered by Administrative Agentdue; provided that such amounts shall not reduce Consolidated Excess Cash Flow in any such Fiscal Year) is greater than 4.50:1.00, the Borrower shall prepay the Term Loans in an amount equal to 50% of Consolidated Excess Cash Flow for such Fiscal Year, (ii) to the extent that the Consolidated First Lien Leverage Ratio as of the last day of such Fiscal Year is prepared by less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrower shall prepay the Term Loans in an independent appraiser approved by the Administrative Agent, amount equal to 25% of Consolidated Excess Cash Flow for such Fiscal Year and (iii) is at to the sole cost and expense extent that the Consolidated First Lien Leverage Ratio as of the Borrowerslast day of such Fiscal Year is less than or equal to 4.00:1.00, (iv) satisfies the requirements Borrower shall prepay the Term Loans in an amount equal to 0% of FIRREAConsolidated Excess Cash Flow for such Fiscal Year; provided, in each case, the amount of such mandatory prepayment shall be reduced dollar-for-dollar by the amount of voluntary prepayments of Term Loans, any Incremental Term Loans or Other Term Loans, any Incremental Equivalent Debt, any permitted ratio debt secured on a first-lien or second-lien basis and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each any Refinancing Term Loans, Replacement Term Loans or Extended Term Loans of any of the foregoing conditions in this subsection secured on a first-lien or second-lien basis, the Revolving Loans and any Incremental Revolving Loans and any Refinancing Revolving Commitments or Extended Revolving Commitments (c) are satisfied, such new appraisal shall replace and supersede to the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) extent accompanied by a permanent reduction of the HUD Subsidiaries relevant Commitment) (in each case, including any debt buyback conducted, pursuant to Section 2.11(b), but limited to the aggregate at such time is less than the Excess Cash Flow generated actual cash amount paid by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, Company Party in connection with such refinancing transactionbuyback) made (without duplication) during the relevant fiscal year and, at the option of Borrower, thereafter prior to the related excess cash flow prepayment date. Borrowers Any such prepayment shall remain responsible for and concurrently pay (be applied in accordance with any Section 2.12(e). Any such mandatory prepayment) prepayment shall be accompanied by a certificate signed by the Borrower’s chief financial officer or other senior financial officer certifying the calculation of Consolidated Excess Cash Flow, which certificate shall be in form reasonably satisfactory to the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Agent.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, addition to make) a prepayment all other payments of the Loans until paid in full Term Credit required hereunder, upon receipt by the occurrence Borrower or any Subsidiary of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): any Net Cash Proceeds from (i) Concurrently with consummation any Asset Sale, (ii) any capital contribution or the issuance of any Asset DispositionCapital Stock of the Borrower or any of its Subsidiaries (other than the issuance of Capital Stock pursuant to an intercompany transaction between the Borrower and any Guarantor or between any Guarantors and other than the issuance of Capital Stock pursuant to any employee incentive program) or (iii) the incurrence of any Funded Indebtedness by the Borrower or any of its Subsidiaries (other than Funded Indebtedness permitted under clauses (i), in (ii), (iii), (vi), (viii) and (xiii) of Section 8.2), the Borrower shall prepay the Term Credit by an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) . Notwithstanding the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurredpreceding sentence, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit Asset Sale of a Designated Asset, so long as no Default or Event of Default exists, 75% of the LendersNet Cash Proceeds from such Asset Sale shall be remitted to the Lenders as a mandatory prepayment of the Term Credit so long as the aggregate Net Cash Proceeds derived from all sales of Designated Assets (during the period from and after November 14, 2001) any amounts due are equal to or owing pursuant less than $55,000,000 (and the remaining 25% of such Net Cash Proceeds may be retained by the Borrower or the applicable Subsidiary), and 80% of the Net Cash Proceeds from such Asset Sale shall be remitted to the Lenders as a mandatory prepayment of the Term Credit if the aggregate Net Cash Proceeds derived from all sales of Designated Assets (during the period from and after November 14, 2001) are greater than $55,000,000 (and the remaining 20% of such Net Cash Proceeds may be retained by the Borrower or the applicable Subsidiary). All prepayments under this Section 8.42.2(b) shall be applied to the principal installments payable under Section 2.1(c) in the inverse order of maturity.

Mandatory Prepayments. (a) In connection Except with the prior written approval of the Majority Banks, which approval may be withheld in the sole and absolute discretion of the Majority Banks, if at any time the outstanding principal amount of the Mezzanine Mortgage Loan is prepaid in full, whether voluntarily, involuntarily or as the result of an acceleration of the maturity date thereof, all of the outstanding Obligations together with any Asset Dispositionand all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. For the purposes hereof, and without limiting the generality of the foregoing, the Borrowers Mezzanine Mortgage Loan shall make (and, as applicable, shall cause each HUD Subsidiary, be deemed to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and have been prepaid in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): event that (i) Concurrently with consummation a Nomura Mortgage or the Nomura Mortgages are assigned by the holder thereof to a new holder for the purpose of any Asset Disposition, in an amount equal to 100% facilitating a refinance of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and indebtedness secured thereby or (ii) Solely with respect to Asset Dispositions the Property Owner defeases the Mezzanine Mortgage Loan as permitted by Section 2.3.3 of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Mezzanine Mortgage Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceAgreement. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested If at any time as long as there shall occur, whether voluntarily, involuntarily or by operation of law, a sale, transfer, assignment, conveyance, option or other disposition of, or any such new appraisal mortgage, hypothecation, encumbrance, financing or refinancing of (i) is ordered any assets or properties of the Property Owner, except for the Mezzanine Mortgage Loan and releases of the Mezzanine Property in accordance with the terms of this Agreement, and except as provided in Section 7.23(a) with respect to the replacement of fixtures, equipment, machinery and other personal property by Administrative Agentthe Property Owner in connection with the operation of the Mezzanine Property in the ordinary course of business, (ii) is prepared by an independent appraiser approved by any of the Administrative AgentMezzanine Collateral, (iii) is at the sole cost and expense any other assets or properties of the BorrowersManager or the Member, (iv) satisfies any direct or indirect interest of either Borrower, the requirements of FIRREAManager or the Member in the Property Owner, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each any direct or indirect interest of the foregoing conditions Member in this subsection the Manager, or (cvi) are satisfiedany direct or indirect interest of Borrower in the Member, all of the Obligations outstanding on such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection date, together with any refinancing and all accrued but unpaid interest thereon and prepayment fees, shall become absolutely due and payable. A pledge or transfer by WWP of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries its interest in the aggregate at such time is less than Borrower to the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers Secured Mezzanine Loan Agreement Lenders shall not cause such HUD Subsidiary to make a mandatory prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debtunder this Section 3.2(b), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (ai) In connection with any Asset Disposition, the Borrowers shall make (andIf, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon last day of any month, (A) the occurrence sum of the following outstanding principal balance of the Term Loans on such date plus the Revolver Usage on such date exceeds (each a B) the product of (I) 3.00 times (II) TTM PF EBITDA calculated as of the last month for which financial statements have most recently been delivered pursuant to Section 5.3 (the “Mandatory Prepayment Event”) at the following times Loan Limit” and in the following amounts (such applicable amounts excess being referred to as the “Designated ProceedsLimiter Excess”):), then Borrowers shall, as soon as practicable, but in any event within one (1) Business Day after exceeding the Loan Limit, prepay the Obligations in accordance with Section 2.4(d)(i) in an aggregate amount equal to the Limiter Excess. (iii) Concurrently with consummation As soon as practicable, but in any event within one (1) Business Day after the receipt by any Credit Party or any of its Subsidiaries of the proceeds of any Asset Dispositionvoluntary or involuntary sale or disposition by any Credit Party or any of its Subsidiaries of property or assets (including casualty losses or condemnations and any proceeds received in connection with any of the policies referred to in Section 5.8(a) (other than key man life insurance) but excluding (x) sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), or (d) of the definition of Permitted Dispositions and (y) so long as no Default or Event of Default has occurred and is continuing, sales or dispositions which qualify as Permitted Dispositions under clause (e) of the definition of Permitted Dispositions, but solely to the extent that the Net Cash Proceeds from all Permitted Dispositions under such clause (e) do not exceed $3,000,000 in the aggregate during the term of this Agreement), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of the lesser of Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers’ intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale, disposition, casualty loss, condemnation or business interruption or the cost of purchase or construction of other assets useful in the business of Borrowers or their Subsidiaries, (C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (D) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrowers and their Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale, disposition, casualty loss, condemnation or business interruption or the costs of purchase or construction of other assets useful in the business of Borrowers and their Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(d)(ii); provided, further, that the aggregate amount of Net Cash ProceedsProceeds constituting proceeds of insurance received in connection with any of the policies referred to in Section 5.8(a) (other than key man life insurance) or otherwise constituting proceeds from a casualty loss, and condemnation or business interruption that may be reinvested pursuant to this Section 2.4(c)(ii) shall not exceed $5,000,000 without the Agent’s prior written consent during the term of this Agreement. Nothing contained in this Section 2.4(c)(ii) shall permit any Credit Party or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) As soon as practicable, but in any event within one (1) Business Day after the receipt by any Credit Party or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d)(ii) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) As soon as practicable, but in any event within one (1) Business Day after the issuance or incurrence by any Credit Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by a Credit Party or any of its Subsidiaries of any shares of such Credit Party’s Stock or its Subsidiaries’ Stock (other than (A) in the event that any Credit Party or any Subsidiary of a Credit Party forms a Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to a Credit Party or such Subsidiary, as applicable, (B) the appraised Value for such parcel issuance of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer Stock of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring finance the Loan purchase consideration (or a portion thereof) payable in connection with a Permitted Acquisition or (C) the issuance of shares of Stock of a Credit Party or a Subsidiary of a Credit Party to Value Ratio into compliance. (b) The Prentice or its Affiliates), Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) prepay the Administrative Agent (for the benefit outstanding principal amount of the LendersObligations in accordance with Section 2.4(d)(ii) any amounts due in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or owing pursuant to incurrence. The provisions of this Section 8.4. (c2.4(c)(iv) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as deemed to be implied consent to any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved issuance or incurrence otherwise prohibited by the Administrative Agent, (iii) is at the sole cost terms and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (dv) In connection Within 10 days of delivery to Agent and the Lenders of audited annual financial statements pursuant to Section 5.3, commencing with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) the delivery to Agent and the Lenders of the HUD Subsidiaries financial statements for Parent’s fiscal year ended February 28, 2008 or, if such financial statements are not delivered to Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.3, 10 days after the date such statements are required to be delivered to Agent and the Lenders pursuant to Section 5.3, Borrowers shall prepay the outstanding principal amount of the Obligations in the aggregate at such time is less than accordance with Section 2.4(d)(ii) in an amount equal to 75% of the Excess Cash Flow generated by of Borrowers and their Subsidiaries for such fiscal year; provided, however, that if on such date (i) the HUD Subsidiaries in outstanding principal balance of the aggregate as of April 13, 2005Term Loans on such date plus the Revolver Usage on such date is less than (ii) (A) 2.00 times (B) TTM PF EBITDA on such date, the Borrowers shall cause such HUD Subsidiary to make a prepayment prepay the outstanding principal amount of the Loans Obligations in accordance with Section 2.4(d)(iii) in amount equal to 50% of the Excess Cash Flow of Borrowers and their Subsidiaries for such fiscal year; and provided, further, that for Parent’s fiscal year ended February 28, 2010, Excess Cash Flow for purposes of this Section 2.4(c)(v) shall not include any Earn-Out Payment that is actually made in cash and permitted pursuant to Section 6.10(c). (until such vi) If at any time as when Advances are outstanding the Loans aggregate amount of cash in the Deposit Accounts of Parent and its Subsidiaries (exclusive of (A) any float (i.e. amounts on deposit to cover any checks or other payment items that have been paid not yet cleared), (B) any cash deposited in fullpayroll accounts and (C) upon any cash that is the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds an Advance made within the previous two Business Days that is to be used to fund (1) any cash Earn-Out Payment permitted to be made pursuant to Section 6.10(c) or (2) any payment to Prentice and its Affiliates that is permitted to be made pursuant to clauses (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) of Section 6.7(b)) exceeds $5,000,000 (such amount, the transaction fees and expenses actually incurred“Excess Cash Amount”), then Borrowers shall, as soon as practicable, but in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay any event within one (with any such mandatory prepayment1) Business Day, prepay the Administrative Agent (for Advances in an aggregate amount equal to the benefit of the Lenders) Excess Cash Amount; provided, however, that any amounts due or owing repaid pursuant to this Section 8.42.4(c)(vi) may be reborrowed (if otherwise permitted hereby) and shall not be applied to prepay the Term Loans.

Mandatory Prepayments. (a) In Upon the incurrence or creation of any Indebtedness for borrowed money (to the extent permitted in this Agreement), an amount equal to 50% of the net cash proceeds received by Borrower in connection with any Asset Disposition, such issuance shall be applied as follows (and the Borrowers shall make other 50% may be retained by the Borrower) (and, i) first as applicable, shall cause each HUD Subsidiary, to make) a mandatory prepayment of the outstanding principal balance of the Term Loans until the Term Loans have been paid in full upon full, and (ii) then as a permanent reduction in the occurrence Revolving Credit Commitments in the amount of such prepayment (and a mandatory prepayment of the following (each a “Mandatory Prepayment Event”) at the following times and outstanding Revolving Credit Loans in the following amounts amount, if any, that the Facility Usage exceeds the Revolving Credit Commitment after such reduction). (b) Upon the issuance of any common stock, preferred stock or other equity of the Borrower or Restricted Person (to the extent permitted in this Agreement other than the Required Preferred Stock Issuance), an amount equal to 50% of the net cash proceeds received by Borrower in connection with such applicable amounts being referred to issuance shall be applied as “Designated Proceeds”): follows (and the other 50% may be retained by the Borrower) (i) Concurrently with consummation first as a mandatory prepayment of the outstanding principal balance of the Term Loans until the Term Loans have been paid in full, and (ii) then as a permanent reduction in the Revolving Credit Commitments in the amount of such prepayment (and a mandatory prepayment of the outstanding Revolving Credit Loans in the amount, if any, that the Facility Usage exceeds the Revolving Credit Commitment after such reduction). (c) Upon the sale, transfer, conveyance or assignments of any Asset Dispositionassets (to the extent permitted in this Agreement) of Borrower or Restricted Person (excluding however, the sale of properties to Hilcorp Energy I, L.P., covering the same properties as were presented in the motion to the Bankruptcy Court dated on or about September 13, 1999 or the sale of such properties to another buyer approved by the Bankruptcy Court), an amount equal to 100% of the lesser net cash proceeds received by Borrower in connection with such sale, transfer, conveyance or assignments shall be applied as follows: (i) one-third as a mandatory prepayment of the outstanding principal balance of the Term Loans and (ii) two-thirds as a mandatory prepayment of the Revolving Credit Loans (and a permanent reduction in the Revolving Credit Commitments and a reduction in the Borrowing Base and Conforming Borrowing Base in the amount of such prepayment); provided, however, if the Term Loans have been paid in full (A) Net Cash Proceedsprovided no Default shall have occurred which is continuing, no mandatory prepayment of the Revolving Credit Loans shall be required in respect of any proceeds of a sale pursuant to Section 7.5(d) and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisalcase of any other proceeds, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent such proceeds shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject be applied to the Administrative Agent’s written consent (which consent shall not be unreasonably delayedRevolving Credit Loans, withheld or conditioned)Revolving Credit Commitments, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREABorrowing Base, and Conforming Borrowing Base (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions as provided above in this subsection (c)) are satisfied, in an amount which shall be the greater of (i) two-thirds (2/3) of the net cash proceeds so received by Borrower or (ii) the amount which was attributable to such new appraisal shall replace and supersede sold properties in connection with the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementmost recent Borrowing Base. (d) In connection with any refinancing Each prepayment of any HUD Debt principal under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment. Each prepayment of the Term Loans (until shall be applied to the principal installments thereof in inverse order of maturity. Each permanent reduction of the Revolving Credit Commitments shall be applied ratably to such time as the Loans have been paid in full) Revolving Credit Commitments of each Revolving Credit Lender based upon the occurrence fraction, the numerator of any such refinancing by which is the amount that the cash proceeds Revolving Credit Commitment of such new financing exceeds (i) Revolving Credit Lender and the amount denominator of which is the sum of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4total Revolving Credit Commitments.

Mandatory Prepayments. (i) When any Domestic Loan Party or Foreign Secured Loan Party makes any Disposition of any Collateral (other than (A) Export-Related Collateral or (B) any Disposition permitted by Sections 7.1, excluding Dispositions of other than Export-Related Collateral permitted by clause (a) In connection of the definition of Permitted Dispositions, which shall be subject to the provisions of this Section 2.20(b)(i)) or any Casualty Proceeds Event occurs with respect to the Collateral (other than Export-Related Collateral) of any Asset DispositionDomestic Loan Party or Foreign Secured Loan Party, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of repay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Advances in an amount equal to one hundred percent (100% %) of the lesser Net Cash Proceeds of such Disposition or Casualty Proceeds Event, such repayments to be made promptly but in no event more than five (A5) Business Days following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agent; provided however that, no such mandatory prepayment shall be required under this Section 2.20(b)(i) with respect to (Bx) any such Disposition or Casualty Proceeds Event with respect to the Collateral (other than Export-Related Collateral) of any Domestic Loan Party to the extent that the aggregate amount of all Net Cash Proceeds of all Dispositions and Casualty Proceeds Events with respect to all Collateral (other than Export-Related Collateral) of Domestic Loan Parties in any fiscal year shall not exceed $250,000, and (y) any such Disposition or Casualty Proceeds Event with respect to the Collateral of any Foreign Secured Loan Party to the extent that the aggregate amount of all Net Cash Proceeds of all Dispositions and Casualty Proceeds Events with respect to all Collateral of Foreign Secured Loan Parties in any fiscal year shall not exceed $1,000,000, and further provided, however, with respect to Net Disposition Proceeds which would otherwise give rise to a prepayment under this Section 2.20(b)(i) (taking into account the preceding proviso), so long as no Event of Default shall have occurred and be continuing and the Borrowing Agent shall have notified Agent within five (5) Business Days following receipt of such Net Cash Proceeds of the applicable Domestic Loan Party’s or Foreign Secured Loan Party’s election to reinvest all or any portion of such Net Cash Proceeds (the “Reinvestment Proceeds”) in fixed or capital assets or other assets useful to the business of such Loan Party that will be Collateral for the Obligations, the Borrowers shall not be required to make such prepayment out of the Reinvestment Proceeds so long as within one hundred eighty (180) days after the initial receipt of such Reinvestment Proceeds, such reinvestment shall have been consummated (and, for the avoidance of doubt, to the extent such reinvestment is not so consummated, Borrowers shall make a mandatory prepayment of the Obligations under this Section 2.20(b)(i) in the amount of such Reinvestment Proceeds that is not so reinvested on the one hundred eighty-first (181st) day after the initial receipt of such Reinvestment Proceeds). The foregoing shall not be deemed to be implied consent to any Disposition or other transaction prohibited by the terms and conditions of this Agreement or any Other Document. (ii) Commencing with the year ending December 31, 2019 and for each fiscal year ending thereafter, Borrowers shall prepay the outstanding amount of the Advances in an amount equal to the Excess Cash Flow Percentage of Excess Cash Flow for such fiscal year, payable within fifteen (15) days after delivery to Agent of the Annual Audited Financials for such fiscal year, but in any event not later than fifteen (15) days after the date such Annual Audited Financials are required to be delivered under Section 9.7 hereof. In the event that the Annual Audited Financials for any fiscal year are not so delivered by the date required to be delivered under Section 9.7 hereof, then a calculation based upon estimated amounts and the Quarterly Financials delivered for such year (to the extent delivered) shall be made by Agent upon which calculation and notice thereto Borrowers shall make the prepayment required by this Section 2.20(b)(ii), subject to adjustment when such required to be delivered under Section 9.7 hereof are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or any Lender may have as a result of the failure by Borrowers to deliver such financial statements. (iii) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by any Company, Borrowers shall, no later than three (3) Business Days after the receipt by the applicable Company of the Net Cash Proceeds thereof, repay the Advances in an amount equal to one hundred percent (100%) of such Net Cash Proceeds; provided that, notwithstanding anything to the contrary provided for in the foregoing or otherwise in this Agreement, with respect to any Contemplated Rights Offering, none of the Net Cash Proceeds of such Contemplated Rights Offering shall be subject to this Section 2.20(b)(iii). (iv) In the event of any receipt by ZTI of either (x) any proceeds under the policy of Warranty and Indemnity Liability Insurance issued to ZTI by Pembroke Syndicate in connection with the KeyMile Acquisition as contemplated by Exhibit 9.1.3 of the KeyMile Purchase Agreement, (y) any payment under or in connection with the KeyMile Purchase Agreement and/or the KeyMile Acquisition in respect of a purchase price adjustment, working capital adjustment, release from escrow, or similar payment, or (z) any indemnification payment under or in connection with the KeyMile Purchase Agreement and/or the KeyMile Acquisition (excluding any indemnification payment that is paid (either directly by the indemnifying party for the benefit of any Company or within three (3) Business Days after receipt by ZTI for the benefit of any Company to any third-party claimant in respect of which such indemnification payment is being made), Borrowers shall, no later than five (5) Business Days after the receipt by ZTI thereof, repay the Advances in an amount equal to one hundred percent (100%) of such proceeds/payment. (v) In the event of any issuance or other sale of Equity Interests of, or receipt of cash proceeds of an equity contribution to, any Company (other than (1) issuances to and cash contributions from (x) another Company in accordance with the provisions of this Agreement and (y) employees, officers or directors of any Loan Party or Subsidiary thereof pursuant to an equity incentive plan approved by the board of directors of such Loan Party or Subsidiary thereof and (2) issuance or other sale of Equity Interests by DZSI the Net Cash Proceeds of which are to be used for a Permitted Acquisition or Permitted Investment), Borrowers shall, no later than three (3) Business Days after the receipt by the applicable Loan Party or Subsidiary thereof of such Net Issuance Proceeds, repay the Advances in an amount equal to fifty percent (50%) of such Net Issuance Proceeds; provided that, in connection with any Net Cash Proceeds received pursuant to a Change of Control and any Net Cash Proceeds of any Specified Equity Contribution, the Advances shall immediately be repaid in an amount equal to one hundred percent (100%) of such Net Issuance; and provided further that, notwithstanding anything to the contrary provided for in the foregoing or otherwise in this Agreement, with respect to any Contemplated Rights Offering, none of the Net Cash Proceeds of such Contemplated Rights Offering shall be subject to this Section 2.20(b)(v): (vi) Subject to the provisions of Section 11.5 hereof, each mandatory prepayment under this Section 2.20 shall be applied to the Obligations as follows : first, ratably, to the remaining scheduled payments in respect of the Term Loan as provided for under Section 2.3 hereof (including the final scheduled payment due and payable on the last day of the Term) in the inverse order of the maturity thereof until repaid in full, second, to the repayment in full of the outstanding principal amount of any Out-of-Formula Loans and any Protective Advances made by Agent, third, to the repayment in full of the outstanding amount of any Swing Loans, fourth, ratably, to the repayment in full of the outstanding principal amount of all other Revolving Advances (shared among the Revolving Lenders on a pro rata basis in accordance with their respective Revolving Commitment Percentages), and fifth, if any Event of Default shall have occurred and be continuing, the cash collateralization in full of all outstanding Letters of Credit in accordance with the requirement of Section 3.2(b) hereof, all subject to Borrowers’ ability to reborrow Revolving Advances and request Letters of Credit in accordance with the terms hereof. However, notwithstanding anything to the contrary provided for in any of the foregoing or in any other provision of this Agreement (A) with respect to any mandatory prepayment under Section 2.20(b)(ii) hereof or under Section 2.20(b)(v) hereof with respect to the Net Cash Proceeds of any Specified Equity Contribution, to the extent that, as of the close of business on the Business Day immediately preceding the date such mandatory prepayment is paid in accordance herewith, Borrowers shall have Undrawn Availability of less than the minimum amount of Undrawn Availability required under Section 6.5(c) hereof, the funds representing such mandatory prepayment shall first be applied, to the extent of the positive difference of (x) the appraised Value minimum amount of Undrawn Availability required under Section 6.5(c) hereof minus (y) the actual Undrawn Availability (prior to giving effect to such prepayment) as of the close of business on the Business Day immediately preceding the date such mandatory prepayment is paid (such amount, the “Availability Shortfall”), to the repayment of the Revolving Advances and Swing Loans outstanding under this Agreement (in accordance with clauses second through fourth of the first sentence of this Section 2.20(b)(vi)) (and, to the extent that the aggregate amount of the Revolving Advances and Swing Loans outstanding under this Agreement at the time of any such prepayment under this sentence is less than the Availability Shortfall, then after prepayment in full of the Revolving Advances and Swing Loans outstanding under this Agreement, the funds of any such prepayment under this sentence shall be applied next to the repayment of the Ex-Im Revolving Advances and Ex-Im Swing Loans (in accordance with the provisions of Section 2.20(a)(i) of the Ex-Im Subfacility Agreement) to the extent of the excess of the Availability Shortfall over such aggregate amount of the Revolving Advances and Swing Loans outstanding under this Agreement ), and thereafter to the extent of any remaining funds representing such mandatory prepayment as follows : first, ratably, to the remaining scheduled payments in respect of the Term Loan as provided for such parcel under Section 2.3 hereof (including the final scheduled payment due and payable on the last day of Borrower’s Real Estate set forth the Term) in the applicable Appraisalinverse order of the maturity thereof until repaid in full, orsecond, as applicableto the repayment in full of the outstanding principal amount of any Out-of-Formula Loans and any Protective Advances made by Agent, third, to the repayment in full of the outstanding amount of any Swing Loans, fourth, ratably, to the repayment in full of the outstanding principal amount of all other Revolving Advances (shared among the Revolving Lenders on a pro rata basis in accordance with their respective Revolving Commitment Percentages), and fifth, if any Event of Default shall have occurred and be continuing, the mutually agreed upon value set forth cash collateralization in Schedule 6.1.2(a)(ifull of all outstanding Letters of Credit in accordance with the requirement of Section 3.2(b) attached hereto for any parcel hereof, all subject to Borrowers’ ability to reborrow Revolving Advances and request Letters of real estate owned by any HUD Subsidiary, Credit in either case, less (but without duplication) any Non-Borrower Payment Amountsaccordance with the terms hereof; and (iiB) Solely with respect to Asset Dispositions any mandatory prepayment under Section 2.20(b)(iv) hereof, the funds representing such mandatory prepayment shall first be applied to the repayment of Borrowersthe Revolving Advances and Swing Loans outstanding under this Agreement (in accordance with clauses second through fourth of the first sentence of this Section 2.20(b)(vi)) (and, a Senior Officer of Parent shall deliver a Compliance Certificate that shows to the extent that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account aggregate amount of the Asset Disposition. In Revolving Advances and Swing Loans outstanding under this Agreement at the event the Loan to Value Ratio time of any such prepayment under this sentence is greater than seventythe total amount of the Revolving Advances and Swing Loans outstanding under this Agreement, then after prepayment in full of the Revolving Advances and Swing Loans outstanding under this Agreement, the funds of any such prepayment under this sentence shall be applied next to the repayment of the Ex-five percent Im Revolving Advances and Ex-Im Swing Loans (75%in accordance with the provisions of Section 2.20(a)(i) Borrower may elect of the Ex-Im Subfacility Agreement)), and thereafter to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with extent of any remaining funds representing such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal remaining funds shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementbe remitted to ZTI. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) Within [*] Business Days after the receipt by any Borrower Group Member of any Net Cash ProceedsProceeds from any Asset Sale, such Borrower Group Member shall prepay, or cause to be prepaid, an aggregate principal amount of the Loan equal to [*] of such Net Cash Proceeds (determined after the mandatory prepayment of any Indebtedness permitted to be secured by the disposed asset), together with accrued interest to such date on the amount prepaid and any additional amounts payable pursuant to Section 1.12, provided, however, that (BI) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing Sales permitted pursuant to Section 8.4. clauses (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditionediv), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (iviii) is ordered by Administrative Agent, or (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)x) of the HUD Subsidiaries Section 6.1(a) hereof (other than a sale in the aggregate at such time is less or within any 12 month period of more than [*] of the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13Borrower’s aircraft and engines), 2005, the Borrowers no Borrower Group Member shall cause such HUD Subsidiary be required to make a prepayment of the Loans Loan with any Net Cash Proceeds received from such Asset Sales; and (II) with respect to Asset Sales permitted by Section 6.1(a)(i) or 6.1(a)(ii), no Borrower Group Member shall be required to make a prepayment of the Loan with any Net Cash Proceeds received from such Asset Sales in any Fiscal Year unless and until the gross proceeds from such time as Asset Sales in such Fiscal Year, in the Loans have been paid in fullaggregate, exceed [*]; and provided further that no such prepayment shall be required pursuant to this Section 1.2(b)(i)(A) upon the occurrence with respect to such portion of any such refinancing by the amount Net Cash Proceeds that the cash proceeds applicable Borrower Group Member shall have, on or prior to such required prepayment date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 1.2(b)(i)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing). (B) With respect to any Net Cash Proceeds realized or received by any Borrower Group Member with respect to any Asset Sale (other than any Asset Sale specifically excluded from the application of Section 1.2(b)(i)(A)) or any Property Loss Event (other than any Property Loss Event specifically excluded from the application of Section 1.2(b)(iii)), such Borrower Group Member may at its option reinvest all or any portion of such new financing exceeds Net Cash Proceeds in assets useful for its business within twelve (12) months following receipt of such Net Cash Proceeds; provided that (i) so long as a Event of Default shall have occurred and be continuing, the amount of the Debt applicable Borrower Group Member shall not be permitted to be repaid (including make any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), reinvestments and (ii) the transaction fees and expenses actually incurredif any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of the Loan as set forth in Section 1.2(b)(i)(A) or Section 1.2(b)(iii), as applicable, within [*] Business Days after the applicable Borrower Group Member reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested. (ii) If any Borrower Group Member incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 6.4, such Borrower Group Member shall cause to be prepaid or cancelled an aggregate principal amount of the Loan equal to [*] of all Net Cash Proceeds received, together with accrued interest to such date on the amount prepaid and any additional amounts payable pursuant to Section 1.12, therefrom on or prior to the date that is [*] Business Days after the receipt of such Net Cash Proceeds. (iii) Within [*] Business Days after the receipt by any Borrower Group Member of any Net Cash Proceeds from any Property Loss Event, such Borrower Group Member shall prepay an aggregate principal amount of the Loan equal to [*] of such Net Cash Proceeds (determined after the mandatory prepaymentprepayment of any Indebtedness permitted to be secured by the asset subject to such Property Loss Event), together with accrued interest to such date on the amount prepaid and any additional amounts payable pursuant to Section 1.12; provided, however, that no such prepayment shall be required pursuant to this Section 1.2(b)(iii) (A) with respect to such portion of such Net Cash Proceeds that the applicable Borrower Group Member shall have, on or prior to such required prepayment date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 1.2(b)(i)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing) or (B) if the property subject to such Property Loss Event is of the type described in clause (iv), (viii) or (x) of Section 6.1(a) hereof. (iv) If the Adjusted Appraised Value of the Collateral determined on a semi-annual basis pursuant to any Appraised Value Report delivered under paragraph (h) of Annex B is less than [*] (including the Adjusted Appraised Value of additional assets acceptable to the Administrative Agent and in which a perfected first priority security interest shall have been granted in favor of the Administrative Agent (for and subject to compliance, to the benefit extent applicable, with Section 5.9(a), (b) and (c) of the LendersGuarantee and Collateral Agreement)) of the outstanding principal amount of the Loan, then the Borrower shall prepay the Loan within [*] Business Days after the delivery of such Appraised Value Report by an amount, together with accrued interest to such date on the amount prepaid and any additional amounts due or owing payable pursuant to Section 8.41.12, such that the Adjusted Appraised Value of the Collateral (including such additional assets) is not less than [*] of the outstanding principal amount of the Loan (it being understood and agreed that a perfected first priority security interest in such additional assets may be granted in favor of the Administrative Agent after the date of delivery of such Appraised Value Report and on or before such required prepayment date).

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation In the event that the Borrower or any of its Subsidiaries receives (A) Net Proceeds from (1) the issuance or incurrence of Indebtedness by the Borrower, or (2) any insurance policy on account of damage or destruction of any Asset DispositionCollateral or Real Estate Assets or a taking or condemnation of any Collateral or Real Estate Assets (other than Dispositions that are permitted under this Agreement), or (B) cash received by or paid to or for the account of the Borrower or any other Loan Parties not in the ordinary course of business, including but not limited to tax refunds, pension plan reversions, indemnity payments and any purchase price adjustments, the Borrower shall, promptly upon the receipt of such Net Proceeds (and in any event not later than two (2) Business Days thereafter) by the relevant Person, apply an amount equal to 100% of such Net Proceeds (or in the lesser case of (A) Net Cash Proceeds, and this clause (B), 100% of such cash) to prepay the appraised Value for outstanding principal amount of the Term Loans in accordance with Section 2.08(b)(iii) below; provided that, in respect of Sections 2.08(b)(i)(A)(2) and 2.08(b)(i)(B), the Borrower may reinvest such parcel Net Proceeds in assets that are used or useful to the business of Borrower’s Real Estate set forth the Loan Parties to a legally binding contract to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel business of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan Parties and their Subsidiaries or to Value Ratio is not greater make other Investments permitted hereunder (excluding intercompany Investments in its Subsidiaries) by a date no later than seventy-five percent (75%) taking into account the Asset Disposition270 days after receipt of such Net Proceeds. In the event the Borrower elects to exercise its reinvestment rights in respect of Sections 2.08(b)(i)(A)(2) and 2.08(b)(i)(B), then promptly following the initial receipt of by any Loan Party or any of their Subsidiaries of Net Proceeds in respect thereof, the Borrower shall deliver a certificate signed by a Responsible Officer of the Borrower to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan Administrative Agent verifying such reinvestment rights are being exercised in order to bring accordance with the Loan to Value Ratio into complianceterms and conditions set forth in this Agreement. (bii) The Borrowers In the event that a Change of Control occurs, then the Borrower will, substantially simultaneously with the consummation of the transactions resulting in such Change of Control, prepay all outstanding principal of the Loans, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder. For the avoidance of doubt, all Commitments shall remain responsible for and concurrently pay automatically be terminated upon the occurrence of such Change of Control. (with any such mandatory prepaymentiii) Any Term Lender may elect, by notice to the Administrative Agent (for the benefit of the Lenders) any amounts due at or owing pursuant to Section 8.4. (c) Subject prior to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), time and in the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made by the Borrower pursuant to this Section 2.08(b), to decline all (iiibut not a portion) is at of its Applicable Percentage with respect to such Class of Loans of such prepayment (such declined amounts, the sole cost and expense “Declined Proceeds”), in which case such Declined Proceeds may be retained by the Borrower. If any Term Lender fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage with respect to such Class of Loans of any mandatory prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such Lender’s Applicable Percentage with respect to such Class of Loans of the Borrowers, total amount of such mandatory prepayment of Loans. (iv) satisfies All prepayments accepted under this Section 2.08(b) shall be applied against the requirements remaining scheduled installments of FIRREAprincipal due in respect of such Term Loans as directed by the Borrower, and each such prepayment shall be paid to the Term Lenders in accordance with their respective Applicable Percentages with respect to such Class of Loans being repaid. (v) is otherwise Prepayments made under this Section 2.08(b) shall be (A) accompanied by accrued interest as required by Section 2.10 and (B) shall be without premium or penalty other than as expressly set forth in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset DispositionSubject to the proviso contained in this subsection (a), the Borrowers shall make promptly (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in any event, within three (3) Business Days) after receipt by the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation Borrower or any Loan Party of Net Cash Proceeds of any Asset DispositionSale or Recovery Event, the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to 100% of the lesser of (A) such Net Cash ProceedsProceeds [*]; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from Asset Sales in the ordinary course of business, (ii) so long as the Approved Floorplan Financing Documents are in effect, proceeds from Asset Sales of Floorplan Collateral and (Biii) proceeds of any sale or disposition by the appraised Value for such parcel Borrower or any Loan Party of Borrower’s Real Estate set forth any of its assets (other than [*], if applicable), or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the applicable Appraisalcase ofsolely to the extent that the aggregate amount of such Net Cash Proceeds received in connection with this clause (iii) do not exceed $5,000,000 in the aggregate after the Seventh Amendment Effective Date and solely to the extent that such proceeds are reinvested to repair, orreplace, or rebuild the property that gave rise to the receipt of such proceeds within two hundred seventy (270) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within two hundred seventy (270) days following receipt thereof and such proceeds are reinvested to repair, replace, or rebuild the property that gave rise to such proceeds within three hundred sixty (360) days following receipt thereof; provided, further, that if such 270-day period or 360-day period, as applicable, expires without the mutually agreed upon value set forth Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in Schedule 6.1.2(a)(iany event within three (3) attached hereto for Business Days) thereafter, the Borrower or such Loan Party shall prepay the Obligations in an amount equal to the unused portion of such Net Cash Proceeds. (b) No later than the Business Day following the date of receipt by the Borrower or any parcel Loan Party of real estate owned by Net Cash Proceeds: (i) of any HUD Subsidiaryissuance of Indebtedness (other than Indebtedness permitted under Section 7.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrower shall prepay the Obligations in either case, less (but without duplicationaccordance with Section 2.12(d) any Non-Borrower Payment Amountsin an amount equal to such Net Cash Proceeds; and (ii) Solely in connection with respect any issuance of Capital Stock having Net Cash Proceeds in excess of $30,000,000 in the aggregate, the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to Asset Dispositions 75% of Borrowerssuch Net Cash Proceeds in excess of $30,000,000 in the aggregate (and for the avoidance of doubt, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay retain 25% of such Net Cash Proceeds in excess of $30,000,000 in the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4aggregate). (c) Subject to Within one hundred and twenty (120) days after the Administrative Agent’s written consent (which consent shall not be unreasonably delayedend of each Fiscal Year commencing with the Fiscal Year ending September 30, withheld or conditioned)2023, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by Borrower shall prepay the Obligations in an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and aggregate amount equal to (v) 100% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is otherwise in form and substance reasonably satisfactory greater than or equal to Administrative Agent. If each 3.50:1.00 as of the foregoing conditions end of such Fiscal Year, (w) 75% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 3.50:1.00 but greater than or equal to 2.75:1.00 as of the end of such Fiscal Year, (x) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 2.75:1.00 but greater than or equal to 1.50:1.00 as of the end of such Fiscal Year, (y) 25% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.00 but greater than or equal to 0.75:1.00 as of the end of such Fiscal Year and (z) 0% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 0.75:1.00 as of the end of such Fiscal Year, in this subsection (c) are satisfied, each case minus the aggregate amount of any voluntary prepayments of the Term Loans made with Internally Generated Cash during such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementFiscal Year. (d) In connection with Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any refinancing of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares (or other allocated share set forth herein) of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, on a pro rata basis (or on a less than pro rata basis for any Incremental Term Loans that so elect pursuant to Section 2.23) to the principal balance of each Class of Term Loans (or, in the case of the incurrence of any HUD Debt Credit Agreement Refinancing Indebtedness, to the applicable Class of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(bTerm Loans being refinanced)) of , until the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers same shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied, in the case of a prepayment under (A) upon Section 2.12(a) with respect to proceeds received pursuant to a Recovery Event, first to the occurrence next four scheduled installments of principal (in forward order of maturity) and then pro rata to the remaining principal installments of the Term Loans, and(B) Sections 2.12(a) (other than in the case of Sections 2.12proceeds received pursuant to a Recovery Event), (b) and (c), pro rata to the principal installments of the Term Loansin the inverse order of maturity (including the bullet payment); fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any such refinancing accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount that of any prepayments made pursuant to clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and the cash proceeds Required Lenders so request. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each prepayment shall be applied first to Section 8.4the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Term SOFR Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (ai) In connection with On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset DispositionSales (other than Permitted Dispositions), the Borrowers shall make (and, prepay the Notes as applicable, shall cause each HUD Subsidiary, to makeset forth in Section 2.3(e) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the lesser date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrowers shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than a Subsidiary of Elevate Credit Parent) to, or the issuance to any Person (other than a Credit Party or a Subsidiary of a Credit Party) of any Equity Interests of any Credit Party or any of their Subsidiaries, including, without limitation, in connection with a Public Offering, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds, but subject to the provisions of Section 2.3(d). (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness of any Credit Party or any of their Subsidiaries (other than with respect to Permitted Indebtedness), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of (A) Net Cash Proceedsthe US Term Notes shall exceed the Maximum US Term Note Balance, and (B) the appraised Value for such parcel of Borrower’s Real Estate UK Term Notes shall exceed the Maximum UK Term Note Balance, or (C) the First Out Notes shall exceed the Maximum First Out Note Balance, then in each case the applicable Borrower or Borrowers shall immediately prepay the applicable Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the applicable Appraisal, or, as applicableNotes pursuant to this Section 2.3(b), the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel Borrower Representative, on behalf of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of the Borrowers, a Senior Officer of Parent shall deliver to the Agent a Compliance Certificate that shows that certificate of an authorized officer thereof demonstrating the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account calculation of the Asset Dispositionamount of the applicable proceeds. In the event that the Loan to Value Ratio is greater than seventy-five percent Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit including as a result of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditionedconversion of non-cash proceeds into cash), the Borrowers may have any parcel applicable Borrower(s) shall promptly make an additional prepayment of Real Estate reappraised as reasonably requested at any time as long as any all the Notes in an amount equal to such new appraisal excess (i) is ordered by Administrative Agentor applicable percentage thereof), (ii) is prepared by an independent appraiser approved by and the Administrative AgentBorrower Representative, (iii) is at the sole cost and expense on behalf of the Borrowers, (iv) satisfies shall concurrently therewith deliver to the requirements Agent a certificate of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of an authorized officer thereof demonstrating the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds derivation of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4excess.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation If at any time the aggregate outstanding balance of the Revolving Credit Loan exceeds the Maximum Amount, Co-Borrowers shall immediately repay the aggregate outstanding Revolving Credit Loans to the extent required to eliminate such excess and at Co-Borrowers' option, such payment shall be applied first to such Revolving Credit Loans which are Prime Rate Loans. (ii) Promptly, but in any event within five (5) Business Days, following receipt by any Co-Borrower of cash proceeds of any Asset Dispositionasset sale, assignment, transfer, loss, casualty or other disposition (including condemnation proceeds and insurance proceeds from loss unless such insurance proceeds are otherwise used to restore, replenish or repair assets and such loss does not exceed $1,000,000), but excluding proceeds of asset dispositions permitted by Section 6.8(a), (c), (d), (e) or (f), Co-Borrowers shall prepay the Loans in an amount equal to 100% of the lesser all such proceeds, net of (A) Net Cash Proceedscommissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by Co-Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) all sales, transfer and recording taxes, (C) amounts payable to holders of senior Liens (to the appraised Value extent such Liens constitute Permitted Encumbrances hereunder), if any, (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith and (E) appropriate amounts to be provided by Co-Borrowers as a reserve, in accordance with GAAP, against any liabilities associated with the assets sold or disposed of in such parcel asset disposition, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with the assets sold or disposed of Borrower’s Real Estate set forth in such asset disposition; provided that to the applicable Appraisalextent any reserve, oror part thereof, as under this Section 1.5(b)(ii) is reversed or is no longer applicable, such amount shall be applied toward prepayment of the mutually agreed upon value set forth Loans as provided in Schedule 6.1.2(a)(ithis Section. Any such prepayment shall be applied in accordance with clause (c) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancebelow. (biii) The Borrowers shall remain responsible for and concurrently pay (with If Cigar or any such mandatory prepayment) other Co-Borrower issues Stock or debt securities permitted hereunder, no later than the Administrative Agent (for Business Day following the benefit date of receipt of the Lendersproceeds thereof, Co-Borrower shall prepay the Loans in an amount equal to all such cash proceeds, net of all discounts and commissions or brokerage fees and other reasonable costs paid to non-Affiliates in connection therewith and net of any transfer, recording or similar taxes. The foregoing shall not apply to (A) any amounts due or owing sales of Stock pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld stock options or conditioned), the Borrowers may have any parcel incentive plans of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative AgentCigar, (iiB) is prepared by an independent appraiser approved by the Administrative Agent, intercompany equity and debt issuances permitted hereunder between and among Cigar or any other Co-Borrower and (iiiC) is at the sole cost and expense of the Borrowersall Indebtedness permitted under Section 6.3(a)(ii), (iv) satisfies the requirements of FIRREA, or (vi) and (v) is otherwise any refinancing thereof. Any such prepayment shall be applied in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection accordance with clause (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementbelow. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation If on any day the Revolver Usage exceeds the Maximum Availability, Borrowers shall immediately pay to Agent an amount equal to such excess to be applied to the outstanding principal of the Advances; (ii) If on any day the Revolver Commitment is terminated pursuant to Section 9.1, Borrowers shall immediately repay in full the Term Loans. (iii) Immediately upon the receipt by any Loan Party of any Asset Dispositionproceeds of any sale or disposition by any Loan Party or its Subsidiaries of property or assets, including any collections of Accounts generated from the sale of such property or assets, (other than a Permitted Disposition described in clause (b) or (d) of the definition of such term) or the receipt by any Loan Party of the proceeds of any insurance policy with respect to Inventory or condemnation awards with respect to Inventory, Borrowers shall prepay the outstanding principal amount of the Term Loans and the Advances in accordance with Section 2.4(d) in an amount equal to 100% of the lesser of (A) Net Cash ProceedsProceeds or the insurance or condemnation proceeds received by such Person in connection with such sales or dispositions or such casualty or condemnation event to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to Agent as a prepayment of the Term Loans and the Advances) for all such sales or dispositions shall exceed $1,000,000 since the Closing Date (other than sales or dispositions of property or assets, and insurance proceeds or condemnation awards with respect to Inventory or any proceeds thereof (Bincluding collections of Accounts) in respect of the appraised Value Inventory Divestiture Plan all of which shall be applied in accordance with Section 2.4(d)). Nothing contained in this subclause (iii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (iv) Upon the receipt by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts in excess of $1,000,000 in the aggregate in any Fiscal Year, except for such parcel amounts applied for repairs, replacements or restoration in accordance with Section 6.7(b), Borrowers shall prepay the outstanding principal of Borrower’s Real Estate set forth the Term Loans and the Advances in accordance with Section 2.4(d) below in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (v) Within ten (10) Business Days of delivery to the applicable AppraisalAgent of each of the monthly financial statements in respect of the last month of a fiscal quarter pursuant to Section 6.3(b), beginning with the fiscal quarter ended June 28, 2003, or, as applicableif such financial statements are not delivered to the Agent on the date such statements are required to be delivered pursuant to Section 6.3(b), ten (10) Business Days after the mutually agreed upon value set forth date such statements are required to be delivered to Agent pursuant to Section 6.3(b), Borrowers shall pay to Agent an amount equal to 75% of the Excess Cash Flow for the three-month period covered by such financial statements, to be applied in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely accordance with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceSection 2.4(d). (bvi) The Upon the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in Section 7.1), or the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of its Stock, the Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) prepay the Administrative Agent (for the benefit outstanding amount of the LendersTerm Loans and the Advances in accordance with Section 2.4(d) any amounts due or owing pursuant in an amount equal to Section 8.4. 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (cvi) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as deemed to be implied consent to any such new appraisal (i) is ordered by Administrative Agentissuance, (ii) is prepared by an independent appraiser approved incurrence or sale otherwise prohibited by the Administrative Agent, (iii) is at the sole cost terms and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation Subject to Section 7.05, the Borrower shall cause to be prepaid on or prior to the date which is five (5) Business Days after the end of any Asset Disposition, each calendar month an aggregate principal amount of Term Loans in an amount equal to 100% of the lesser Net Proceeds realized or received by the Borrower or any Restricted Subsidiary during such calendar month as a result of (Aany Disposition by the Borrower or any Restricted Subsidiary of any UST Tranche B Priority Collateral. Each prepayment of Term Loans pursuant to this Section 2.13(a)(i) Net Cash Proceeds, and (B) the appraised Value for such parcel shall be applied ratably to each Class of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andTerm Loans then outstanding. (ii) Solely Subject to Section 2.13(g), if (1) the Borrower or any Restricted Subsidiary Disposes of any Real Property, Rolling Stock or Disposes of any other property or assets pursuant to Section 7.05 (j), (l) or (t) or under any transaction that would be prohibited by Section 7.05 (other than (w) so long as the ABL Credit Agreement is in effect, any Disposition of ABL Priority Collateral, (x) any Disposition of UST Tranche B Priority Collateral, UST Tranche B Joint Collateral or UST Tranche B Only Collateral, (y) so long as the UST Tranche A Term Loan Credit Agreement is in effect, any Disposition of UST Tranche A Only Collateral and (z) leases of Real Property entered into in the ordinary course of business (excluding Sale and Leaseback Transactions)), or (2) any Casualty Event occurs, which, in each case, results in the realization or receipt by the Borrower or a Restricted Subsidiary of Net Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by the Borrower or any Restricted Subsidiary of such Net Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of the Net Proceeds (or, in the case of any Disposition of, or Sale and Leaseback Transaction, with respect to Asset Dispositions Real Property, 100% of Borrowersthe Real Property Disposition Proceeds) realized or received. (iii) Subject to Section 2.13(g), a Senior Officer if the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness after the Effective Date (other than Indebtedness permitted under Section 7.03 (other than any Credit Agreement Refinancing Indebtedness)), the Borrower shall cause to be prepaid an aggregate principal amount of Parent Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after (or, in the case of Credit Agreement Refinancing Indebtedness, one Business Day after) the receipt by the Borrower or such Restricted Subsidiary of such Net Proceeds. (iv) Subject to Section 2.13(g), if the Borrower issues any Subordinated Indebtedness after the Effective Date, the Borrower shall deliver a Compliance Certificate that shows cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 33% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Net Proceeds. (v) Subject to Section 2.13(g), if the Borrower issues any Equity Interests after the Effective Date (excluding the Treasury Equity Issuance), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 50% of all Net Equity Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrower of such Net Equity Proceeds; provided, that the Loan Borrower shall only be required to Value Ratio is not greater than seventy-five percent (75%) taking into account apply up to $30,000,000 in the Asset Disposition. In the event the Loan aggregate of Net Equity Proceeds pursuant to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancethis Section 2.13(a)(v). (b) The Borrowers shall remain responsible for and concurrently pay (with Except as may otherwise be set forth in any such mandatory prepayment) the Administrative Agent (for the benefit Extension Offer, any Refinancing Amendment, any Permitted Repricing Amendment or any other governing documentation, each prepayment of the Lenders) any amounts due or owing Term Loans pursuant to Section 8.42.13(a)(ii) through (v) shall be applied ratably to each Class of Term Loans then outstanding and the UST Tranche A Term Loan Facility; provided, that any prepayment of Term Loans pursuant to Section 2.13(a)(iii) in respect of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Debt. (c) Subject With respect to each Class of Term Loans, each prepayment pursuant to Section 2.13(a) shall be paid to the Administrative Agent’s written consent (which consent shall not be unreasonably delayedLenders in accordance with their respective Pro Rata Shares, withheld or conditionedsubject to Section 2.13(d). For the avoidance of doubt, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (ithis Section 2.13(c) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by applicable to any prepayment made with the Administrative Agent, (iii) is at the sole cost and expense Net Proceeds of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementCredit Agreement Refinancing Indebtedness. (d) In connection with any refinancing The Borrower shall notify the Administrative Agent in writing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a mandatory prepayment of Term Loans required to be made pursuant to Section 2.13 by 1:00 p.m., New York City time, least three (3) Business Days prior to the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds date of such new financing exceeds (i) prepayment. Each such notice shall specify the date of such prepayment, provide a reasonably detailed calculation of the amount of such estimated prepayment and specify to which Loan such prepayment shall apply. The Administrative Agent will promptly notify each applicable Lender of the Debt contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share or other applicable share of the prepayment. Each Term Lender may reject all of its Pro Rata Share or other applicable share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be repaid made pursuant to Section 2.13 by providing written notice (including any prepayment premiumseach, yield maintenance payments or other amounts, fees or charges a “Rejection Notice”) to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (and the Borrower no later than 5:00 p.m., New York City time, one Business Day prior to the date of such prepayment; provided that, for the benefit avoidance of doubt, no Lender may reject any prepayment made with proceeds of Credit Agreement Refinancing Indebtedness. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans unless the Borrower and the Administrative Agent, with the consent of the Required Lenders) any amounts due or owing pursuant , agree to Section 8.4an extension of time for such failure to be corrected. Any Declined Proceeds shall be retained by the Borrower.

Mandatory Prepayments. (ai) In connection with Upon any Asset DispositionEquity Issuance by Borrower or any Domestic Subsidiaries during the term of this Agreement, Borrower shall be required to apply one hundred percent (100%) of the Borrowers shall make (andNet Proceeds from such Equity Issuance, immediately upon receipt, as applicable, shall cause each HUD Subsidiary, to make) a mandatory prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andLoans. (ii) Solely with respect Within five (5) Business Days of receipt by Borrower or any Domestic Subsidiaries of any cash proceeds in excess of $500,000 (including any cash received by way of deferred payment pursuant to Asset Dispositions a note receivable or otherwise) remaining after deducting all costs of Borrowerssuch sale, a Senior Officer transfer or dispositions from the sale, transfer or other disposition of Parent any assets of Borrower (other than sales of inventory in the ordinary course of business, or transfers of worn-out or obsolete equipment), Borrower shall deliver a Compliance Certificate that shows that the Loan be required to Value Ratio is not greater than seventy-five apply one hundred percent (75100%) taking into account of such proceeds as a mandatory prepayment of the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceLoans. (biii) The Borrowers Within 60 days of receipt by Borrower or any Domestic Subsidiaries of any cash proceeds in an aggregate amount of less than $500,000 in any one (1) calendar year (including any cash received by way of deferred payment pursuant to a note receivable or otherwise) remaining after deducting all costs of such sale, transfer or dispositions from the sale, transfer or other disposition of any assets of Borrower (other than sales of inventory in the ordinary course of business, or transfers of worn-out or obsolete equipment), Borrower shall remain responsible for and concurrently pay be required to (with A) use such proceeds to purchase assets useful in the business of Borrower or the applicable Subsidiary, or (B) apply one hundred percent (100%) of any such proceeds not used to purchase such assets as a mandatory prepayment) the Administrative Agent (for the benefit prepayment of the Lenders) any amounts due or owing pursuant to Section 8.4Loans. (civ) Subject Upon the incurrence, issuance or sale by Borrower or any Domestic Subsidiaries of any Debt (other than Debt permitted under Section 6.2(i)) during the term of this Agreement, Borrower shall be required to the Administrative Agent’s written consent apply one hundred percent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i100%) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowersnet proceeds received by Borrower or any Subsidiary from such incurrence, (iv) satisfies issuance or sale, immediately upon receipt, as a mandatory prepayment of the requirements of FIRREA, and Loans. (v) is otherwise in form Any mandatory prepayments required to be made pursuant to this Section 2.2(b) prior to the Maturity Date shall reduce the Revolving Commitments and/or the Term Commitments (as selected by Borrower, subject to the terms and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at total amount of such time is mandatory prepayments; PROVIDED that in no event shall the Revolving Commitment be reduced to an amount less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Mandatory Outstanding Revolving Loans.

Mandatory Prepayments. (a) In connection with any Asset DispositionMandatory partial principal payments shall be due from time to time if, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation due to any reduction in the Unencumbered Pool Value or in the Adjusted Unencumbered NOI, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered NOI attributable to any Unencumbered Property or due to an increase in the Unsecured Indebtedness of the Consolidated Group and/or the Unsecured Interest Expense, the Outstanding Facility Amount shall be in excess of the maximum amount permitted under clauses (e) or (f) of Section 6.17 or (ii) without limiting the effect of any Asset Dispositionother provision of this Agreement requiring such a principal payment, in an amount equal to 100% any of the lesser categories of the Obligations described in clauses (Ai) Net Cash Proceeds, and - (Biii) of Section 2.1 shall be in excess of the appraised Value for such parcel of Borrower’s Real Estate maximum amount set forth in the applicable Appraisalclause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of any such reduction arising from resultsnon-compliance with clauses (e) or (f) of Section 6.17 reported in a quarterly or annual financial statement of Borrower and related compliance certificate, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(iten (10) attached hereto for any parcel Business Days after delivery of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and such quarterly or annual financial statement and compliance certificate under Section 6.1 evidencing such reductionnon- compliance or (ii) Solely with respect to Asset Dispositions in all other cases, ten (10) Business Days after Borrower’s receipt of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) notice from the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds failurenon-compliance with clauses (e) or (f) of such new financing exceeds (i) the amount of the Debt to be repaid Section 6.17 (including any prepayment premiums, yield maintenance payments such non-compliance arising from a failure of an Unencumbered Property to continue to qualify as an Unencumbered Property or other amounts, fees any sucha reduction in the amount contributed by any Unencumbered Property to the Adjusted Unencumbered NOI or charges to be paid on such Debt), and (iiUnencumbered Pool Value) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with or of any such mandatory prepayment) excess over the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4applicable maximum amount.

Mandatory Prepayments. (a) In connection with any Asset Disposition, Unless the Borrowers Required Prepayment Lenders shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):otherwise agree: (i) Concurrently with consummation if any Non-Recourse Debt permitted by Section 7.2(i)(i)(A) shall be incurred, then on the date of any Asset Dispositionsuch incurrence, in the Loans shall be prepaid by an amount equal to 100% of the lesser amount of (A) the Net Cash ProceedsProceeds of such incurrence, and (B) the appraised Value for such parcel of Borrower’s Real Estate as set forth in Section 2.10(d); (ii) if any Sale and Leaseback Transaction shall be consummated in respect of any fee-owned property owned by the applicable AppraisalBorrower or any Class I Restricted Subsidiary on the Closing Date, oror acquired by the Borrower or any Class I Restricted Subsidiary after the Closing Date in a transaction of the type described in Section 7.5(f) in exchange for any real property listed on Schedule 7.11 that is not Mortgaged Property, then, on the date of consummation of such transaction, unless a Reinvestment Notice shall have been delivered in respect thereof, the Loans shall be prepaid by an amount equal to 100% of the amount of the Net Cash Proceeds of such transaction (excluding any amounts subject to any such Reinvestment Notice), as applicable, the mutually agreed upon value set forth in Section 2.10(d); (iii) if any Sale and Leaseback Transaction shall be consummated in respect of any fee-owned property acquired by the Borrower or any Class I Restricted Subsidiary after the Closing Date (other than a property acquired after the Closing Date in a transaction of the type described in Section 7.5(f)), then, on the date of consummation of such transaction, unless (x) if, on the date of consummation of such transaction, the aggregate value of all leasehold and fee-owned real property of the Borrower and the Subsidiary Guarantors subject to a Mortgage (valued in accordance with Schedule 6.1.2(a)(i6.9; such value to be demonstrated to the reasonable satisfaction of the Administrative Agent) attached hereto for is less than 325% of the Assumed Loan Amount, the Borrower shall have agreed to furnish to the Administrative Agent, within 45 days after the date of consummation of such transaction, a Mortgage with respect to such real property, together with any parcel certificates and documents reasonably requested by the Administrative Agent and (y) a Reinvestment Notice shall have been delivered in respect thereof, the Loans shall be prepaid by an amount equal to 100% of real estate owned by the amount of the Net Cash Proceeds of such transaction (excluding any HUD Subsidiaryamounts subject to any such Reinvestment Notice), as set forth in either case, less (but without duplication) any Non-Borrower Payment AmountsSection 2.10(d); and (iiiv) Solely on each Reinvestment Prepayment Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to Asset Dispositions the relevant Sale and Leaseback Transaction, as set forth in Section 2.10(d); provided that, if the Consolidated Senior Leverage Ratio for the period most recently ended prior to the date of Borrowersconsummation of the relevant transaction described above in this Section 2.10 is less than 1.0 to 1.0, the percentage of Net Cash Proceeds required to be prepaid pursuant to this Section 2.10(a) shall be 50%. The provisions of this Section do not constitute a Senior Officer consent to the incurrence of Parent shall deliver a Compliance Certificate that shows that any Indebtedness by the Loan to Value Ratio is Parent, Holdings, the Borrower or any of its Subsidiaries not greater than seventy-five percent (75%) taking into account permitted by Section 7.2 or the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceconsummation of any sale and leaseback transaction not permitted by Section 7.11. (b) The Borrowers Unless the Required Prepayment Lenders shall remain responsible for otherwise agree, if on any date the Parent, Holdings, the Borrower or any of its Class I Restricted Subsidiaries shall incur any Indebtedness (excluding the Indebtedness referred to in Section 2.10(a) and concurrently pay (any other Indebtedness incurred in accordance with any such mandatory prepayment) the Administrative Agent (for the benefit Section 7.2, other than Indebtedness under Section 7.2(h)(ii)), an amount equal to 100% of the Lenders) Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.10(d). The provisions of this Section do not constitute a consent to the incurrence of any amounts due Indebtedness by the Parent, Holdings, the Borrower or owing pursuant to any of its Subsidiaries not permitted by Section 8.47.2. (c) Subject Unless the Required Prepayment Lenders shall otherwise agree, if on any date the Parent, Holdings, the Borrower or any of its Class I Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, on the date of receipt by the Parent, Holdings, the Borrower or any of its Class I Restricted Subsidiaries of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the Administrative Agent’s written consent amount of such Net Cash Proceeds (which consent shall not be unreasonably delayed, withheld or conditionedexcluding any amounts subject to any such Reinvestment Notice), as set forth in Section 2.10(d); provided, that, notwithstanding the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal foregoing, (i) is ordered by Administrative Agent, the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed (A) $250,000,000 in the aggregate during the term of the Facilities and (B) $50,000,000 not otherwise reinvested or applied to prepay the Loans at any one time outstanding and (ii) is prepared on each Reinvestment Prepayment Date the Loans shall be prepaid by an independent appraiser approved by amount equal to the Administrative AgentReinvestment Prepayment Amount with respect to the relevant Reinvestment Event, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise as set forth in form and substance reasonably satisfactory to Administrative AgentSection 2.10(d). If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes The provisions of this AgreementSection do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (Amounts to be applied as defined in prepayments pursuant to Section 10.15(b)2.10(a)(i) shall be applied, first, to repay amounts outstanding under the Revolving Credit Facility, and second, to the prepayment of the HUD Subsidiaries Term Loans, and all other amounts to be applied as prepayments pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and second, to the prepayment of the Revolving Credit Loans. Any such mandatory prepayment of the Revolving Credit Loans pursuant to this Section 2.10 shall not result in a mandatory reduction of the aggregate at such time is less than Revolving Credit Commitments. Amounts prepaid in respect of Term Loans pursuant to this Section 2.10 may not be reborrowed. (e) If any of the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate 8-1/2% Senior Subordinated Notes remain outstanding as of April 1330, 20052008 (the "Early Maturity Date"), automatically the Borrowers Commitments shall cause such HUD Subsidiary to make a prepayment immediately terminate and the Borrower shall prepay all outstanding Loans hereunder, together with any accrued interest thereon, and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the Loans (until such time as then outstanding Letters of Credit shall have presented the Loans have been paid in fulldocuments required thereunder) upon on the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Early Maturity Date.

Mandatory Prepayments. The Company shall, subject to the terms of the Subordination Agreement and subject to Purchaser's right in its sole discretion to waive such prepayments, make mandatory prepayments in each of the following circumstances: (a) In connection Concurrently with an Initial Public Offering by the Company or any Asset Dispositionof its Subsidiaries of any of the Company's or its Subsidiaries’ debt or equity securities, the Borrowers Company shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Senior Subordinated Obligations in an amount equal to 100% of the lesser of the (Ai) Net Cash Proceeds, and (B) the appraised Value for net proceeds of any such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and Initial Public Offering or (ii) Solely with respect to Asset Dispositions the aggregate amount of Borrowers, a all Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent Subordinated Obligations (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceincluding any Yield Maintenance Fee). (b) The Borrowers If during any fiscal year the Company or its Subsidiaries shall sell or otherwise dispose of (other than as permitted by Section 6.9 or Section 7.3) any property or properties, then, to the extent any proceeds remain responsible for and concurrently pay after prepayment of the Senior Debt pursuant to the Senior Loan Documents, the Company shall prepay the Senior Subordinated Obligations in an amount equal to the lesser of (with any such mandatory prepaymenti) the Administrative Agent aggregate net cash proceeds of such sales or other dispositions or (for ii) the benefit aggregate amount of the Lendersall Senior Subordinated Obligations (including any Yield Maintenance Fee), such prepayment to be made within two (2) any amounts due or owing pursuant to Section 8.4Business Days of receipt of such net proceeds. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested If at any time as long as any such new appraisal (i) is ordered by Administrative Agenta Change of Control shall occur, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal Company shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementprepay all Senior Subordinated Obligations. (d) In connection with any refinancing the event of any HUD Debt collection of or realization by the Purchaser upon any Collateral following an Event of Default, the Company shall prepay the Senior Subordinated Obligations in an amount equal to the lesser of (i) the aggregate net cash proceeds of all collections or other realizations of Collateral by Purchaser or (ii) the aggregate amount of all Senior Subordinated Obligations (including any Yield Maintenance Fee). (e) In the event of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) sale or other disposition of all or substantially all of the HUD Subsidiaries stock or assets of the Company or any Subsidiary of the Company in a single transaction or series of transactions (other than as permitted by Section 6.9 or Section 7.3), the Company shall prepay the Senior Subordinated Obligations in an amount equal to the lesser of (i) the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the net cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments sales or other amounts, fees dispositions or charges to be paid on such Debt), and (ii) the transaction fees aggregate amount of all Senior Subordinated Obligations. (f) Notwithstanding Section 2.1 hereof and the terms of any Deferral Note, commencing with the first “accrual period” (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date, the Company must and shall pay in cash, on or before the end of such accrual period, the outstanding principal amount and all accrued and unpaid interest under any Deferral Note if, but only to the extent that, the aggregate amount outstanding under any Deferral Note, and any unpaid interest that has accrued and not been paid thereon in cash from the Closing Date through the end of such accrual period, exceeds the product of the “issue price” (as defined for purposes of the Code) for the Senior Subordinated Note and the “yield to maturity” (as defined for purposes of the Code) on the Senior Subordinated Note. Any prepayment under this Section 2.3 shall be subject to payment of (i) accrued unpaid interest on the principal amount prepaid, plus (ii) if the prepayment is made on any day other than the last day of the month, an amount equal to the interest which would have been earned on the amount prepaid through the last day of the month, plus (iii) a Yield Maintenance Fee. Any such prepayments shall be applied first to accrued interest on the Senior Subordinated Note, second to the Deferral Note, if any, third to any Yield Maintenance Fee, fourth to any expenses actually incurredfor which Purchaser may be entitled, fifth to installments of principal in connection with such refinancing transactionthe inverse order of their maturities on the Senior Subordinated Note, and sixth if the Senior Subordinated Note is being prepaid in full, the aggregate amount of all other Subordinated Obligations. Borrowers shall remain responsible for and concurrently pay (with The amount of any such mandatory prepaymentprepayment may not be reborrowed by the Company from the Purchaser. Anything herein to the contrary, notwithstanding, in the circumstances described in Sections 2.3(c) and (e) the Administrative Agent (for Purchaser agrees to waive the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Yield Maintenance Fee.

Mandatory Prepayments. (a) In connection with Immediately upon receipt by the Borrower or any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence its Domestic Subsidiaries of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): any (i) Concurrently with consummation Net Cash Proceeds of any Asset Dispositionsale or disposition by the Borrower or any of its Domestic Subsidiaries of any of its assets or (ii) any Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that, with respect to clauses (i) and (ii), exceed (A) $5,000,000 for any such single asset sale (or series of related asset sales) or for any such single casualty event or (B) $20,000,000 for all such asset sales or casualty events from the date hereof through the Maturity Date, the Borrower shall prepay the Term Loans in an amount equal to 100% all such Net Proceeds (subject to the terms of the lesser of (A) Intercreditor Agreement); provided, that the Borrower shall not be required to prepay the Term Loans with respect to Net Cash Proceeds, Proceeds from (x) sales of assets in the ordinary course of business of the type described in Section 7.6(a) and (Bb), (y) sales of assets of the appraised Value for such parcel of Borrower’s Real Estate set forth types described in the applicable AppraisalSection 7.6(c), or(d), as applicable(e) and (f) or (z) casualty insurance policies or eminent domain, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiarycondemnation or similar proceedings that are, in either casecase of clause (y) or clause (z), less reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 180-day period and actually reinvested within 360 days following receipt thereof, so long as such proceeds are held in accounts at SunTrust Bank until reinvested. Any such prepayment shall be applied in accordance with subsection (but without duplicationc) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancethis Section. (b) The Borrowers No later than the Business Day following the date of receipt by the Borrower or any of its Domestic Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by the Borrower or any of its Domestic Subsidiaries, the Borrower shall remain responsible for and concurrently pay prepay the Term Loan in an amount equal to all such Net Cash Proceeds (with any such mandatory prepayment) subject to the Administrative Agent (for the benefit terms of the LendersIntercreditor Agreement); provided, that the Borrower shall not be required to prepay the Term Loan with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with subsection (c) any amounts due or owing pursuant to Section 8.4of this Section. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved Any prepayments made by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory Borrower pursuant to Administrative Agent. If each of the foregoing conditions in this subsection (ca) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes or (b) of this AgreementSection shall be applied to scheduled amortization payments on the Term Loans in inverse order of maturity. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, No later than the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment third Business Day following the receipt of the Loans until paid Net Cash Proceeds in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation respect of any Asset DispositionSale (other than Asset Sales permitted under Sections 6.05(b)(i) or (b)(ii), the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to make prepayments in accordance with Section 2.13(d); provided that, so long as no Event of Default shall have occurred and be continuing, no prepayments shall be required from (and the amounts in the preceding sentence shall not include) Net Cash Proceeds of such Asset Sale, if the Borrower reinvests such Net Cash Proceeds in like assets, financial assets, or other financial services investment strategies within 365 days of its receipt of such Net Cash Proceeds. (b) In the event that the Borrower or any Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed of the Borrower or any Subsidiary (other than a Fund GP, with respect to the incurrence of Indebtedness by a Fund or a Fund Related Entity, and other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day next following) the receipt of such Net Cash Proceeds by the Borrower or such Subsidiary, apply an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth Proceeds to make prepayments in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely accordance with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.42.13(d). (c) Subject In the event that the Borrower receives any Specified Equity Contribution permitted pursuant to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned)Section 6.17, the Borrowers may have Borrower shall, substantially simultaneously with (and in any parcel event not later than the Business Day next following) the receipt of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative AgentSpecified Equity Contribution, (ii) is prepared by apply an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense amount equal to 100% of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise such Specified Equity Contribution to make prepayments in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementaccordance with Section 2.13(d). (d) In Amounts to be applied in connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow prepayments pursuant to clauses (as defined in Section 10.15(b)a) and (c) of this Section 2.13 shall (i) be applied to the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Term Loans and the Other Term Loans, (until such time as ii) be allocated pro rata between the Term Loans have been paid and the Other Term Loans and (iii)(A) with respect to the Term Loans, be applied, first, to the next succeeding four scheduled installments of principal due in fullrespect of the Term Loans under Section 2.11 in direct order of maturity and, thereafter, pro rata to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 and (B) upon with respect to the occurrence of any such refinancing by Other Term Loans, be applied pursuant to the amount that applicable Incremental Term Loan Assumption Agreements or, if the cash proceeds applicable Incremental Term Loan Assumption Agreement does not provide for the manner of such new financing exceeds application, pursuant to the preceding clause (A), mutatis mutandis. (e) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of the Debt to be repaid (including any such prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) not later than 1:00 p.m. New York City time at least three Business Days’ prior written notice of such prepayment. Each notice of prepayment shall specify the transaction fees prepayment date, the Type of each Loan being prepaid and expenses actually incurred, in connection with such refinancing transactionthe principal amount of each Loan (or portion thereof) to be prepaid. Borrowers All prepayments of Borrowings under this Section 2.13 shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant be subject to Section 8.42.16, but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. (a) In connection with any Asset DispositionSubject to the proviso contained in this subsection (a), the Borrowers shall make promptly (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in any event, within three (3) Business Days ) after receipt by the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation Borrower or any Loan Party of Net Cash Proceeds of any Asset DispositionSale or Recovery Event, the Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than Section 7.6(i)) and (Biii) proceeds of any sale or disposition by the appraised Value for such parcel Borrower or any Loan Party of Borrower’s Real Estate set forth any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the applicable Appraisalcase of this clause (iii) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within one hundred eighty (180) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within one hundred eighty (180) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Parties within two hundred seventy (270) days following receipt thereof; provided, orfurther, that if such 180-day period or 270-day period, as applicable, expires without the mutually agreed upon value set forth Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in Schedule 6.1.2(a)(iany event within three (3) attached hereto for any parcel of real estate owned by any HUD SubsidiaryBusiness Days) thereof, in either case, less (but without duplication) any Non-the Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent or such Loan Party shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan Obligations in order an amount equal the amount not used or all such Net Cash Proceeds. Notwithstanding anything herein to bring the Loan contrary, any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings that are required to Value Ratio into compliancebe turned over to “Lessor” (as such term is defined in the Existing Master Lease) or otherwise applied pursuant to Article XI of the Existing Master Lease shall not be subject to this Section 2.12. (b) The Borrowers No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness permitted under Section 7.1), the Borrower shall remain responsible for and concurrently pay (prepay the Obligations in accordance with any Section 2.12(e) in an amount equal to such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Net Cash Proceeds. (c) Subject No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds from the issuance of any Capital Stock (including Capital Stock issued as part of a Specified Equity Contribution, but other than (x) Capital Stock issued by a Subsidiary to the Administrative Agent’s written consent Borrower or another Subsidiary or (which consent shall not be unreasonably delayedy) Capital Stock issued by Parent to any Equity Investor, withheld Related Party or conditionedpursuant to the stock option plan of Parent), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any Borrower shall prepay the Obligations in accordance with Section 2.12(e) in an amount equal to such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementNet Cash Proceeds. (d) In connection Within one hundred and twenty (120) days after the end of each Fiscal Year commencing with any refinancing the Fiscal Year ending June 30, 2014, the Borrower shall prepay the Obligations in an aggregate amount equal to (x) 50% of any HUD Debt of any HUD Subsidiary in which Consolidated Excess Cash Flow (for such Fiscal Year if the Consolidated Leverage Ratio is greater than or equal to 2.00:1.0 as defined in Section 10.15(b)) of the HUD Subsidiaries in end of such Fiscal Year, (y) 25% of Consolidated Excess Cash Flow for such Fiscal Year if the aggregate at such time Consolidated Leverage Ratio is less than 2.00:1.0 but greater than or equal to 1.50:1.0 as of the end of such Fiscal Year and (z) 0% of Consolidated Excess Cash Flow generated for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.0 as of the end of such Fiscal Year, in each case minus the aggregate amount of any voluntary prepayments of the Term Loans during such Fiscal Year. (e) Any prepayments made by the HUD Subsidiaries in the aggregate Borrower pursuant to Sections 2.12(a), (b), (c) or (d) above shall be applied as of April 13follows: first, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loans (Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, to the principal balance of the Term Loans, until such time as the Loans same shall have been paid in full) upon , pro rata to the occurrence Lenders based on their Pro Rata Shares of the Term Loans, and applied pro rata to the principal installments of the Term Loans (except with respect to prepayments made pursuant to Section 6.2); fifth, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any such refinancing accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount that of any prepayments made pursuant to clauses fifth through seventh above, unless a Default or an Event of Default has occurred and is continuing and the cash proceeds Required Revolving Lenders so request. (f) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each prepayment shall be applied first to Section 8.4the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) In connection with If any Asset DispositionIndebtedness shall be incurred by any Group Member other than as permitted under Section 7.2, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) Proceeds thereof shall be applied on the appraised Value for date of such parcel incurrence toward the prepayment of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceTerm Loans. (b) The Borrowers Within ten Business Days after the receipt by the Borrower or any other Group Member of Net Cash Proceeds of any Asset Sale pursuant to the General Dispositions Basket, Section 7.5(k), Section 7.5(n)(other than in connection with Investments under Section 7.7(w)), Section 7.11 or any Recovery Event from and after the Closing Date then, Pagaya US shall remain responsible repay Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (d) below); provided, that the Borrower or any other Group Member shall be permitted to reinvest such Net Cash Proceeds in assets used or useful for the Borrower’s or any Group Member’s business permitted by Section 7.16 no later than (i) twelve months following such receipt or (ii) if it shall have entered into a legally binding commitment to so reinvest such Net Cash Proceeds within twelve months following receipt of such Net Cash Proceeds, six months after the end of such twelve month period, and, for the avoidance of doubt, no mandatory prepayment shall be required from such Net Cash Proceeds until the expiration of such period, at which time a mandatory prepayment shall be required in accordance with this clause (b) with respect to the excess of the amount of such Net Cash Proceeds received over the amount so reinvested; provided further, to the extent that the Borrower or such other Group Member shall not have (i) so reinvested 100% of such Net Cash Proceeds by not later than twelve months after the receipt thereof or (ii) entered into a legally binding commitment to so reinvest such Net Cash Proceeds within twelve months and concurrently pay (with so reinvested such Net Cash Proceeds no later than six months after the end of such twelve month period, the Borrower shall use any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant remaining Net Cash Proceeds to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent repay Term Loans on such date; and provided, further, Pagaya US shall not be unreasonably delayed, withheld or conditioned), required to repay Term Loans pursuant to this clause (b) unless and until the Borrowers may have any parcel aggregate amount of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal Net Cash Proceeds Pagaya US is required to use to prepay Term Loans pursuant to this clause (ib) is ordered by Administrative Agent, equal to or greater than $10,500,000 in any fiscal year (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess time, Pagaya US shall be required to prepay Term Loans in an amount equal to all such Net Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such DebtProceeds so received), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any US_142815097 Fiscal Year from any Asset DispositionSales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andnet cash proceeds. (ii) Solely On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Asset Dispositions Permitted Indebtedness) of Borrowersany Credit Party or any of their Subsidiaries, a Senior Officer the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of Parent such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a Compliance Certificate that shows that certificate of an authorized officer thereof demonstrating the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account calculation of the Asset Dispositionamount of the applicable proceeds. In the event that the Loan to Value Ratio is greater than seventy-five percent Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit including as a result of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditionedconversion of non-cash proceeds into cash), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by Borrower shall promptly make an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a additional prepayment of all the Loans Notes in an amount equal to such excess (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debtapplicable US_142815097 percentage thereof), and (ii) the transaction fees and expenses actually incurred, in connection with Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4excess.

Mandatory Prepayments. (a) In connection Unless the Required Prepayment Lenders shall otherwise agree, if any Capital Stock shall be issued (other than (x) Capital Stock issued as consideration for the acquisition by the Borrower or its Subsidiaries of assets (including Capital Stock of another Person) or (y) Capital Stock the proceeds of which are used within 30 days to finance the acquisition by the Borrower and its Subsidiaries of assets (including Capital Stock of another Person)), or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with any Asset DispositionSection 7.2(a)-(f) and (h)-(j) as in effect on the date of this Agreement), then on the date of such issuance or incurrence, the Borrowers Loans (other than the Capital Markets Term Loans) shall make (andbe prepaid, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in by an amount equal to 100% the amount of the lesser of (A) Net Cash ProceedsProceeds of such issuance or incurrence, and (B) the appraised Value for such parcel of Borrower’s Real Estate as set forth in Section 2.10(e). The provisions of this Section do not constitute a consent to the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for issuance of any parcel of real estate owned equity securities by any HUD Subsidiaryentity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, in either caseor a consent to the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries not permitted by Section 7.2, less (but without duplication) or a consent to any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is Investment not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancepermitted by Section 7.7. (b) The Borrowers shall remain responsible for and concurrently pay If the Borrower issues the Take-Out Debt, then on the date of such issuance, the Capital Markets Term Loans (with any such mandatory prepayment) and, to the Administrative Agent (for extent the benefit amount of the LendersNet Cash Proceeds of such issuance exceeds the amount of the outstanding Capital Markets Term Loans, the other Loans) any amounts due or owing pursuant shall be prepaid by an amount equal to the amount of the Net Cash Proceeds of such issuance, as set forth in Section 8.42.16(b). (c) Subject to Unless the Administrative Agent’s written consent Required Prepayment Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, Purchase Price Refund or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof promptly, but in no event later than five days from the date of receipt by the Borrower of such Net Cash Proceeds (provided that in the case of an Asset Sale which consent shall not yields gross proceeds less than $1,000,000, any Reinvestment Notice may be unreasonably delayed, withheld or conditioneddelivered at any time within 90 days after the date of receipt by the Borrower of such Net Cash Proceeds), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal Loans (iother than the Capital Markets Term Loans) is ordered by Administrative Agent, (ii) is prepared shall be prepaid by an independent appraiser approved amount equal to the amount of such Net Cash Proceeds, as set forth in Section 2.10(e); provided, on each Reinvestment Prepayment Date the Loans (other than the Capital Markets Term Loans) shall be prepaid by an amount equal to the Administrative AgentReinvestment Prepayment Amount with respect to the relevant Reinvestment Event, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise as set forth in form and substance reasonably satisfactory to Administrative AgentSection 2.10(e). If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes The provisions of this AgreementSection do not constitute a consent to the consummation of any Disposition not permitted by Section 7.5. (d) In connection Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with any refinancing of any HUD Debt of any HUD Subsidiary in which the fiscal year ending December 31, 2002, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow (as defined in Section 10.15(b)) of Application Date, the HUD Subsidiaries in the aggregate at such time is less than Loans shall be prepaid by an amount equal to the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds Percentage of such new financing exceeds Excess Cash Flow, as set forth in Section 2.10(e). Each such prepayment shall be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the amount date on which the financial statements of the Debt Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges delivered to be paid on such Debt), the Lenders and (ii) the transaction fees and expenses date such financial statements are actually incurred, delivered. (e) Amounts to be applied in connection with such refinancing transaction. Borrowers prepayments made pursuant to this Section shall remain responsible for and concurrently pay (with any such mandatory prepayment) be applied, first, to the Administrative Agent (for the benefit prepayment of the Lenders) any amounts due or owing pursuant Term Loans and, second, to Section 8.4the prepayment of the Revolving Credit Loans (such prepayment of Revolving Credit Loans not being accompanied by an automatic reduction of the Revolving Credit Commitments).

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment event of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation any Casualty to all or any portion of any Asset DispositionIndividual Property, (ii) any Condemnation of all or any portion of any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by Mortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan, (v) the receipt by Mortgage Borrower of any excess proceeds realized under its Title Policy after application of such proceeds by Mortgage Borrower to cure any title defect or (vi) the receipt by Mortgage Borrower of any excess proceeds realized pursuant to a lawsuit, claim or other proceeding brought to enforce its rights under a warranty deed after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall prepay the outstanding principal balance of the Loan in an amount equal to one hundred percent (100% %) of the lesser of (Aapplicable Net Liquidation Proceeds After Debt Service. Such application shall be made in accordance with Section 2.8(A) Net Cash Proceedshereof, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate provided that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds no notice of such new financing exceeds (i) the amount prepayment shall be required of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), Borrower and (ii) no Spread Maintenance Premium will be due with respect to any prepayment of Net Liquidation Proceeds After Debt Service consisting of Excess Net Proceeds. Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (x) a sale (other than a foreclosure sale) of any Individual Property on the transaction fees date on which a contract of sale for such sale is entered into, and expenses actually incurreda foreclosure sale, in connection with on the date notice of such foreclosure sale is given, and (y) a refinancing of any Individual Property, on the date on which a commitment for such refinancing transactionhas been entered into. Borrowers The provisions of this Section 2.8(C) shall remain responsible for not be construed to contravene in any manner the restrictions and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit other provisions regarding refinancing of the Lenders) any amounts due Mortgage Loan or owing pursuant to Section 8.4Transfer of the Property or the Collateral set forth in this Agreement and the other Loan Documents.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation Unless waived by the Administrative Agent in its sole discretion, immediately upon any Disposition by the Borrower or any of its Subsidiaries of any Asset DispositionProperty in accordance with Sections 9.12(c), (e) or (i)), the Borrower shall immediately prepay the outstanding Loans in accordance with Section 3.04(c)(vi) in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (BProceeds received by such Person in connection with such Disposition. Nothing contained in this Section 3.04(c)(i) the appraised Value for such parcel shall permit Borrower or any of Borrower’s Real Estate set forth its Subsidiaries to sell or otherwise Dispose of any Property other than in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andaccordance with this Agreement. (ii) Solely with respect to Asset Dispositions Unless waived by the Administrative Agent in its sole discretion, immediately upon the receipt by the Borrower or any of Borrowersits Subsidiaries of any Extraordinary Proceeds in any one or series of related events, a Senior Officer of Parent the Borrower shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to immediately prepay the Loan outstanding Loans in order accordance with Section 3.04(c)(vi) in an amount equal to bring the Loan to Value Ratio into compliance100% of such Extraordinary Proceeds, net of any reasonable expenses incurred in collecting such Extraordinary Proceeds. (biii) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Unless waived by Administrative Agent (for in its sole discretion, immediately upon the benefit issuance or incurrence by the Borrower or any of its Subsidiaries of any Debt other than Debt permitted under Section 9.02, the Borrower shall immediately prepay the outstanding Loans in accordance with Section 3.04(c)(vi) in an amount equal to 100% of the Lenders) any amounts due Net Cash Proceeds received by such Person in connection with such issuance or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agentincurrence. If each of the foregoing conditions Nothing contained in this subsection (cSection 3.04(c)(iii) are satisfied, such new appraisal shall replace permit the Borrower or any of its Subsidiaries to issue or incur any Debt other than in accordance with the terms and supersede the Appraisal for the applicable parcel of Real Estate for purposes conditions of this Agreement. (div) In connection with Unless waived by Administrative Agent in its sole discretion, if the Alaska Department of Natural Resources affirmatively rejects the transfer of the Acquisition Properties (other than the Acquired Equity) to CIE pursuant to the Acquisition Documents or fails to approve such transfer on or before the date that is 120 days after the Effective Date, the Borrower shall prepay the outstanding Loans in an amount equal to $59,557,303 within five (5) Business Days following such rejection or such date, as the case may be. (v) Unless waived by Administrative Agent in its sole discretion, immediately upon the receipt by the Borrower or any refinancing of its Subsidiaries of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Tax Credit Certificate Payments that are required to be delivered to the Administrative Agent pursuant to Section 10.15(b)5.09(b) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005Intercreditor Agreement, the Borrowers Borrower shall cause such HUD Subsidiary immediately prepay the outstanding Loans in accordance with Section 3.04(c)(vi) in an amount equal to make a prepayment 100% of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt Tax Credit Certificate Payments required to be repaid delivered to the Administrative Agent pursuant to such Section 5.09(b). (including any vi) Each prepayment premiums, yield maintenance payments or other amounts, fees or charges of Loans pursuant to this Section 3.04(c) shall be paid on such Debt)(A) applied ratably to the outstating principal amount of the Loans in accordance with each Lender’s Applicable Percentage thereof, and (iiB) accompanied by accrued interest to the transaction fees extent required by Section 3.02 and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any all amounts due or owing pursuant to required by Section 8.43.05.

Mandatory Prepayments. (a) In connection with Subject to Section 6.12, if on any Asset Dispositiondate the aggregate outstanding principal amount of the 364-Day Revolving Credit Loans exceeds the 364-Day Revolving Credit Commitments, the Borrowers Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of immediately prepay the 364-Day Revolving Credit Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% the amount of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceexcess. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant Subject to Section 8.46.12, if on any date the Aggregate Outstanding Five Year Extensions of Credit of all the Lenders exceed the Five Year Revolving Credit Commitments, the Borrower shall immediately prepay the Five Year Revolving Credit Loans and cash collateralize or replace the Letters of Credit in an amount equal to the amount of such excess. (c) Subject Unless the Required Lenders otherwise agree, the Borrower shall prepay the Loans and reduce the Commitments in an amount equal to (i) 100% of the Administrative Agent’s written consent Net Proceeds of any sale or issuance of debt securities by the Borrower or any Subsidiary, whether in a public offering, a private placement or otherwise (which consent other than Indebtedness permitted under Section 10.2, and it being understood that "earn-out" arrangements entered into in connection with Permitted Acquisitions shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory deemed to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate be debt securities for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b6.5(c)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) subject to clause (f) of this Section 6.5, 100% of the Net Proceeds of any sale, lease, assignment, exchange or other disposition for cash of any asset or group of assets (including, without limitation, insurance proceeds paid as a result of any destruction, casualty or taking of any property of the Borrower or any Subsidiary), not made in the ordinary course of business, by the Borrower or any Subsidiary of the Borrower, in any such case no later than three Business Days following receipt by the Borrower or such Subsidiary of such proceeds, together with accrued interest to such date on the amount prepaid; provided that (A) no such prepayment shall be required pursuant to subclause (ii) of this Section 6.5(c) unless the aggregate amount of such Net Proceeds received by the Borrower and its Subsidiaries and not previously applied to prepayment of the Term Loans and the reduction of the Commitments pursuant to Section 6.5(c)(ii) is at least $500,000, and (B) no such prepayment shall be required pursuant to this Section 6.5(c) to the extent that the aggregate amount of such Net Proceeds does not exceed $5,000,000 or the ratio of (1) Consolidated Total Indebtedness of the Borrower as of the last day of the Rolling Period most recently ended prior to the date of receipt of such Net Proceeds and for which the Borrower shall have been required to provide financial statements pursuant to Section 9.1 to (2) Consolidated EBITDA of the Borrower for such period (calculated on a pro forma basis, as if the event giving rise to the receipt of such Net Proceeds had occurred as of the first day of such Rolling Period) would be less than 1.75 to 1. Amounts prepaid pursuant to this Section 6.5(c) shall be applied first, prior to the Conversion Date, to the reduction of the 364-Day Revolving Credit Commitments and the prepayment of the 364-Day Revolving Credit Loans, and from and after the Conversion Date, to installments of principal of the Term Loans until paid in full, and second to the reduction of the Five Year Revolving Credit Commitments and the prepayment of the Five Year Revolving Credit Loans and/or cash collateralize or replace the Letters of Credit. Prepayments of installments of Term Loans shall be applied pro rata to installments of principal of the Term Loans until paid in full and such amounts so prepaid may not be reborrowed. Nothing in this Section 6.5(c) shall be construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction fees of the types described in this Section 6.5(c), including without limitation the restrictions set forth in Sections 10.2, 10.5 and expenses 10.6 hereof. (d) On or before the earlier of the date on which the financial statements referred to in Section 9.1(a) are required to be delivered in respect of a fiscal year of the Borrower, beginning with the fiscal year ending December 31, 2000, and the date on which such financial statements are actually incurreddelivered, the Borrower shall prepay the Term Loans in the amount of 75% of Excess Cash Flow for the fiscal year covered by such financial statements, together with accrued interest to such date on the amount prepaid; provided that no such prepayment shall be required pursuant to this Section 6.5(d) if the ratio of (1) Consolidated Total Indebtedness of the Borrower as of the last day of the Rolling Period most recently ended immediately prior to the date the Excess Cash Flow is calculated as provided herein to (2) Consolidated EBITDA of the Borrower for such period is less than 1.75 to 1. Amounts prepaid pursuant to this Section 6.5(d) shall be applied pro rata to installments of principal of the Term Loans until paid in full and such amounts so prepaid may not be reborrowed. (e) Unless the Required Lenders otherwise agree, the Borrower shall prepay the Term Loans in an amount equal to 50% of the Net Proceeds of any sale or issuance of any equity securities by the Borrower or any Subsidiary, whether in a public offering, a private placement or otherwise, other than amounts received upon exercise of stock options issued pursuant to a stock option plan permitted under this Agreement, and other than any Net Proceeds from any sale or issuance of equity securities received prior to the Conversion Date; provided that no such prepayment shall be required pursuant to this Section 6.5(e) unless the aggregate amount of such Net Proceeds received by the Borrower and its Subsidiaries and not previously applied to prepayment of the Term Loans pursuant to this Section 6.5(e) is at least $500,000 or such Net Proceeds result from the issuance of equity securities in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.a Permitted

Mandatory Prepayments. (a) In connection with Within three Business days of receipt by the Borrower or any Asset Disposition, of its Subsidiaries of proceeds in excess of $25,000 of any sale or disposition by the Borrowers shall make Borrower or such Subsidiary of any of its assets (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): excluding (i) Concurrently sales of inventory in the ordinary course of business, (ii) sales of worn-out, surplus or obsolete equipment, (iii) sales of assets the proceeds of which are invested or committed to be invested into the businesses of the Borrower and its Subsidiaries within 180 days after such assets are sold, (iv) insurance proceeds (less any costs of recovery) which are invested or committed to be invested into the business of the Borrower and its Subsidiaries within 180 days of receipt, (v) sales or liquidations of Permitted Investments, (vi) sales of accounts receivable in connection with consummation settlement or collection and (vii) so long as no Event of Default has occurred and is continuing, other sales of assets of the Borrower or any Asset Disposition, of its Subsidiaries with an aggregate book value not to exceed $5,000,000 in any Fiscal Year) the Borrower shall prepay the Loans in an amount equal to 100% all such proceeds, net of the lesser of (A) Net Cash Proceedscommissions and other reasonable, taxes, reserves for purchase price adjustments and post-closing obligations, and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either each case, less (but without duplication) any Nonpaid to non-Borrower Payment Amounts; and (ii) Solely Affiliates). Any such prepayment shall be applied in accordance with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceSection 2.13(d). (b) If the Borrower or any of its Subsidiaries issues any debt or equity securities (other than Indebtedness permitted under Section 7.1, equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary or equity securities transferred or allocated to the Borrower’s ESOP or stock option plans) then no later than three Business Days following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to 50%, in the case of equity securities, and 100% in the case of debt securities, of all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 2.13(d). (c) If at the end of any Excess Cash Flow period the Leverage Ratio is equal to or greater than 2.50:1.00, the Borrower shall, within 90 days after the end of such Excess Cash Flow Period, prepay the Loans in an amount equal to 50% of Excess Cash Flow for such Excess Cash Flow Period. Any such prepayment shall be applied in accordance with Section 2.13(d). (d) Amounts to be applied in connection with prepayments made pursuant to Sections 2.13(a), (b) or (c) shall be applied first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents; third, to interest then due and payable on the Loans; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, and seventh, to cash collateralize the Letters of Credit in accordance with Section 2.23(g) in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Borrowers Revolving Commitments of the Lenders shall remain responsible for not be permanently reduced by the amount of any prepayments made pursuant this the Section 2.13(d). (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.9 or otherwise, the Borrower shall immediately repay Swingline Loans and concurrently pay (Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any such mandatory prepayment) amounts due under Section 2.20. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent (and for the benefit of the Issuing Bank and the Lenders) , an amount in cash equal to such excess plus any amounts due or owing pursuant accrued and unpaid fees thereon to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised held as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal collateral for the applicable parcel of Real Estate for purposes of this AgreementLC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence If one of the following events occurs, the Borrower shall make mandatory prepayments (each a “Mandatory Prepayment Event”Prepayment) at towards the following times Facility then outstanding within the periods and in to the following amounts (such applicable amounts being referred to as “Designated Proceeds”):extent specified below: (i) Concurrently with consummation upon a refinancing of all or any part of any Asset DispositionFacility, the Borrower shall promptly repay all amounts outstanding under the Agreement in an amount equal full and the Facilities shall be cancelled; (ii) if the Company receives proceeds pursuant to 100% any debt raising (including by way of loans, bonds, promissory notes and private placements), the lesser Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of any such debt raising, except in case of: (A) Net proceeds under the Increase Option pursuant to Clause 3.4 (Increase Option); (B) Permitted Indebtedness in the cases of paragraph (h), (i) and (j) of the definition of that term; or (C) Permitted Indebtedness in the case of paragraph (j) of the definition of that term, provided the Leverage Ratio of the Group was below 3.0x in the most recent Compliance Certificate prior to such debt raising. (iii) if the Company or any of its Subsidiaries receives proceeds from any listing or any other equity transaction not resulting in a Change of Control, the Borrower shall prepay the net proceeds (i.e., Cash Proceedsproceeds net of cost, expenses and Taxes) of such listing or equity transaction. (iv) if the Company or any member of the Group receives proceeds from an asset disposal or a series of related asset disposals exceeding an aggregate amount of EUR 15,000,000 (or the equivalent thereof in another currency), the Borrower shall prepay the net proceeds (i.e., Cash proceeds net of cost, expenses and Taxes) of any such asset disposals, except if: (A) the relevant disposal of assets (other than shares or businesses) occurs in the ordinary course of business; (B) the appraised Value relevant disposal of assets occurs among members of the Group; (C) the net proceeds of the relevant disposal are reinvested within 12 Months; or (D) if the Leverage Ratio of the Group was below 3.0x in the most recent Compliance Certificate to such disposal. or (v) if a RCF Loan is utilized in an Optional Currency and if the equivalent Base Currency Amount of the outstanding amounts under such RCF Loans exceeds the Commitments under the respective Facilities by more than 5% (the Excess Amount) as a result of currency fluctuations, the respective Borrower shall, upon the Agent’s request, (i) within 5 (five) Business Days and irrespective of the Interest Periods of the RCF Loans, prepay a RCF Loan or RCF Loans in the amount of the Excess Amount or (ii) deposit the Excess Amount as Cash collateral on a separate account to be held with the Agent, which is herewith pledged in favour of the Finance Parties as a Security for such parcel of the relevant Borrower’s Real Estate set forth obligations under the Finance Documents. b) Such Mandatory Prepayments are to be applied: (i) against the scheduled repayments of the Term Loan Facility (other than the repayment scheduled on the Final Maturity Date) in inverse chronological order and thereafter against the applicable Appraisal, or, as applicable, prospective remainder of the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amountsthen outstanding amounts on the Final Maturity Date; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit following full repayment of the Lenders) any amounts due or owing pursuant to Section 8.4Term Loan Facility, against the outstanding Loans under the RCF. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers The Company shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) Proceeds in excess of $1,000,000 realized upon all Asset Dispositions in any Fiscal Year of the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andCompany. (ii) Solely Concurrently with respect the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities pursuant to Asset Dispositions any employee or director option program, benefit plan or compensation program, (y) any issuance by a Subsidiary to the Company or another Subsidiary and (z) any issuance of BorrowersCapital Securities by EMD if the proceeds of such issuance are retained by EMD for use in its business), in an amount equal to 100% of such Net Cash Proceeds. (iii) Concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Indebtedness of any Loan Party (other than Indebtedness permitted pursuant to Section 12.5(k)), in an amount equal to 100% of such Net Cash Proceeds. Notwithstanding the foregoing, neither the occurrence of a Senior Officer Mandatory Prepayment Event nor the prepayment of Parent shall deliver Designated Proceeds pursuant thereto shall, in and of itself, result in a Compliance Certificate that shows that reduction of the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceCommitment. (b) The Borrowers If on any day the Revolving Outstandings exceed the Borrowing Base, the Company shall remain responsible for and concurrently pay (with any such mandatory prepayment) immediately prepay Loans and/or Cash Collateralize the Administrative Agent (for the benefit outstanding Letters of Credit, or do a combination of the Lenders) any amounts due or owing pursuant foregoing, in an amount sufficient to Section 8.4eliminate such excess. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayedSection 8.4, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing Obligations by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to Company shall be repaid (including any prepayment premiums, yield maintenance payments without premium or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4penalty.

Mandatory Prepayments. (a) In connection with No later than five (5) Business Days following the date of receipt by any Loan Party of any Net Cash Proceeds from any Asset DispositionSale or Recovery Event, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Obligations in an amount equal to 100% of such Net Cash Proceeds in excess of $1,000,000. Notwithstanding the lesser foregoing and so long as no Default or Event of Default has occurred and is continuing, in lieu of prepaying the Obligations with such Net Cash Proceeds, the applicable Loan Party, at its election (which election may be made by provision of written notice to the Administrative Agent of its intent to reinvest Net Cash Proceeds prior to the Business Day following receipt of same), may reinvest all or any portion of such Net Cash Proceeds within (i) one hundred eighty (180) days following receipt of such Net Cash Proceeds or (ii) if such Loan Party enters into a legally binding commitment or letter of intent to so reinvest such Net Cash Proceeds within one hundred eighty (180) days following receipt thereof, within the later of (A) Net Cash Proceeds, one hundred eighty (180) days following receipt thereof and (B) ninety (90) days following the appraised Value for date of such parcel legally binding commitment or letter of Borrower’s Real Estate set forth in the applicable Appraisalintent; provided that, oruntil such time as such Net Cash Proceeds have been reinvested or prepaid, as applicablethe case may be, such Net Cash Proceeds shall be held in Controlled Accounts subject to Control Account Agreements until reinvested. Any such prepayment (including any portion of such Net Cash Proceeds not actually reinvested in accordance with the mutually agreed upon value set forth foregoing) shall be applied in Schedule 6.1.2(a)(iaccordance with paragraph (e) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancethis Section. (b) The No later than one (1) Business Day following the date of receipt by any Borrower or any of their Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness, the Borrowers shall remain responsible for and concurrently pay prepay the Obligations in an amount equal to 100% of such Net Cash Proceeds; provided that the Borrowers shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1. Any such prepayment shall be applied in accordance with paragraph (with any such mandatory prepaymente) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4this Section. (c) Subject No later than two (2) Business Days following the date of receipt by any Borrower or any of their Subsidiaries of any Net Cash Proceeds from any Closing Date Acquisition Indemnity Payment, the Borrowers shall prepay the Obligations in an amount equal to 100% of such Net Cash Proceeds. Any such prepayment shall be applied in accordance with paragraph (e) of this Section. (d) [Reserved]. (e) Any prepayments made by the Borrowers pursuant to Section 2.12(a), 2.12(b) and 2.12(c) shall be applied as follows: first, to the principal balance of the Term Loan, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loan, and applied to installments of the Term Loan on a pro rata basis (including the final payment due on the Maturity Date); second, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; third, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; fourth, to the Administrative Agent’s written consent (which consent fees, interest and reimbursable expenses then due and payable pursuant to any of the Loan Documents; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be unreasonably delayedpermanently reduced by the amount of any prepayments made pursuant to the second, withheld or conditioned)third and fifth clauses above, unless an Event of Default has occurred and is continuing and the Borrowers may have any parcel of Real Estate reappraised as reasonably requested Required Revolving Lenders so request. (f) If at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than Revolving Credit Exposure of all Lenders exceeds the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate Aggregate Revolving Commitment Amount, as of April 13, 2005reduced pursuant to Section 2.8 or otherwise, the Borrowers shall cause immediately repay the Swingline Loans and the Revolving Loans in an amount equal to such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each such prepayment shall be applied as follows: first, to Section 8.4the Swingline Loans to the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the SOFR Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrowers shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (a) In connection with any Asset DispositionSubject to the proviso contained in this subsection (a), the Borrowers shall make promptly (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in any event, within three (3) Business Days) after receipt by the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation Borrower or any Loan Party of Net Cash Proceeds of any Asset DispositionSale or Recovery Event, the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than clauses (l)(iii) and (Bm) thereof), (iii) so long as the appraised Value for such parcel Approved Floorplan Financing Documents are in effect, proceeds from Asset Sales of Borrower’s Real Estate set forth Floorplan Collateral and (iviii) proceeds of any sale or disposition by the Borrower or any Loan Party of any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the applicable Appraisalcase of this clause (iviii) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within ▇▇▇▇▇ repair, orreplace, or rebuild the property that gave rise to the receipt of such proceeds within two hundred eightyseventy (180270) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within two hundred seventy (270) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Partiesto repair, replace, or rebuild the property that gave rise to such proceeds within three hundred sixty (360) days following receipt thereof; provided, further, that if such 180270-day period or 360-day period, as applicable, expires without the mutually agreed upon value set forth Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in Schedule 6.1.2(a)(iany event within three (3) attached hereto for Business Days) thereafter, the Borrower or such Loan Party shall prepay the Obligations in an amount equal to the unused portion of such Net Cash Proceeds. (b) No later than the Business Day following the date of receipt by the Borrower or any parcel Loan Party of real estate owned by Net Cash Proceeds: (i) of any HUD Subsidiaryissuance of Indebtedness (other than Indebtedness permitted under Section 7.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrower shall prepay the Obligations in either case, less (but without duplicationaccordance with Section 2.12(d) any Non-Borrower Payment Amountsin an amount equal to such Net Cash Proceeds.; and (ii) Solely in connection with respect any issuance of Capital Stock having Net Cash Proceeds in excess of $30,000,000 in the aggregate, the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to Asset Dispositions 75% of Borrowerssuch Net Cash Proceeds in excess of $30,000,000 in the aggregate (and for the avoidance of doubt, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay retain 25% of such Net Cash Proceeds in excess of $30,000,000 in the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4aggregate). (c) Subject to Within one hundred and twenty (120) days after the Administrative Agent’s written consent (which consent shall not be unreasonably delayedend of each Fiscal Year commencing with the Fiscal Year ending September 30, withheld or conditioned)2023, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by Borrower shall prepay the Obligations in an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and aggregate amount equal to (v) 100% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is otherwise in form and substance reasonably satisfactory greater than or equal to Administrative Agent. If each 3.50:1.00 as of the foregoing conditions end of such Fiscal Year, (w) 75% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 3.50:1.00 but greater than or equal to 2.75:1.00 as of the end of such Fiscal Year, (x) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 2.75:1.00 but greater than or equal to 1.50:1.00 as of the end of such Fiscal Year, (y) 25% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 1.50:1.00 but greater than or equal to 0.75:1.00 as of the end of such Fiscal Year and (z) 0% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is less than 0.75:1.00 as of the end of such Fiscal Year, in this subsection (c) are satisfied, each case minus the aggregate amount of any voluntary prepayments of the Term Loans made with Internally Generated Cash during such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementFiscal Year. (d) In connection with Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any refinancing of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares (or other allocated share set forth herein) of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, on a pro rata basis (or on a less than pro rata basis for any Incremental Term Loans that so elect pursuant to Section 2.23) to the principal balance of each Class of Term Loans (or, in the case of the incurrence of any HUD Debt Credit Agreement Refinancing Indebtedness, to the applicable Class of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(bTerm Loans being refinanced)) of , until the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers same shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied, in the case of a prepayment under Section 2.12(a), first to the next four scheduled installments of principal (in forward order of maturity) upon and then pro rata to the occurrence remaining principal installments of the Term Loans, and in the case of Sections 2.12(b) and (c), pro rata to the principal installments of the Term Loans; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any such refinancing accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount that of any prepayments made pursuant to clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and the cash proceeds Required Lenders so request. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each prepayment shall be applied first to Section 8.4the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Term SOFR Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. (ai) In connection with Immediately upon any Asset Disposition, sale or disposition by Parent or any of its Subsidiaries of property or assets (other than the dispositions described in clauses (a)—(f) of Permitted Dispositions and dispositions in an aggregate amount not to exceed $250,000 per annum) the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment prepay the outstanding principal balance of the Term Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) Net Cash ProceedsProceeds received by such Person in connection with the sales or dispositions; provided, however, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, up until the 364th day following the sale or disposition of all of the Stock of GNL or all of the assets of GNL, Borrowers may invest the Net Cash Proceeds received by such Person from such sale in Capital Expenditures for GNLV as agreed to by Agent in writing and in its Permitted Discretion, and to the extent the Net Cash Proceeds have not been reinvested within such 364 day period, on the 365th day, Borrowers shall pay the Net Cash Proceeds to Agent to be applied to the outstanding principal balance of the term Loans. Nothing contained in this subclause (Bii) the appraised Value for such parcel shall permit Parent and any of Borrower’s Real Estate set forth its Subsidiaries to sell or otherwise dispose of any property or assets other than in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; andaccordance with Section 7.4. (ii) Solely with respect Upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than the Indebtedness referred to Asset Dispositions in clause (f) of Borrowers, a Senior Officer Section 7.1) or the sale or issuance by Parent or any of its Subsidiaries of any shares of Stock (other than the issuance of Stock by Parent to PB Gaming in exchange for additional equity contributions so long as the Stock of PB Gaming is held by the Permitted Holders) the Borrowers shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan Term Loans in order an amount equal to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit 100% of the LendersNet Cash Proceeds received by such Person in connection therewith. The provisions of this subclause (iii) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as deemed to be implied consent to any such new appraisal (i) is ordered by Administrative Agentissuance, (ii) is prepared by an independent appraiser approved incurrence or sale otherwise prohibited by the Administrative Agent, (iii) is at the sole cost terms and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (diii) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary Each prepayment pursuant to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds subclauses (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) above shall be applied be applied, first, to the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit outstanding principal amount of the Lenders) any amounts due or owing pursuant Term Loan A, until paid in full, and second, to Section 8.4the outstanding principal amount of the Term Loan B, until paid in full. Each such prepayment of the Term Loans shall be applied against the remaining installments of principal of the applicable Term Loan in the inverse order of maturity.

Mandatory Prepayments. (a) In connection with any Asset Dispositionissuance of debt or equity securities, or incurrence of debt for borrowed money (except for any such debt having a tenor of no longer than 120 days), by the Company or any of its Subsidiaries generating Net Proceeds therefrom in excess of $10,000,000 (the “Threshold Amount”), the Borrowers Company shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% such Net Proceeds within 30 days after receipt thereof. Notwithstanding the foregoing in this Section 2.06(a) to the contrary, (i) no such prepayment shall be required with respect to the Net Proceeds received by the Company or any of its Subsidiaries from the lesser issuance by the Company or any of (A) Net Cash Proceeds, its Subsidiaries of tax exempt bonds; and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely all Net Proceeds from any sale or issuance of debt or equity securities, or incurrence of debt for borrowed money by the Company or any of its Table of Contents subsidiaries consummated in connection with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent the Recapitalization Transaction shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect be used to prepay the Loan Loans without regard to the Threshold Amount (it being understood that so long as the Net Proceeds from the issuance and sale of senior subordinated notes by the Company in order connection with the Recapitalization Transaction are held in escrow, such proceeds do not have to bring be used to prepay the Loan Loans hereunder, provided that upon the release of such Net Proceeds from such escrow, all such Net Proceeds shall be used to Value Ratio into complianceprepay the Loans without regard to the Threshold Amount). (b) The Borrowers shall remain responsible for and concurrently pay (In connection with any Asset Sale by the Company or any of its Restricted Subsidiaries generating Net Proceeds in excess of $50,000,000 (each, an “Asset Disposition”), the Company shall prepay the Loans in an amount equal to the Net Proceeds of such mandatory prepaymentAsset Disposition within 30 days after receipt thereof; provided, however, no such prepayment shall be required in connection with an Asset Disposition that constitutes a Sale-Leaseback Transaction not requiring compliance with Sections 8.02(b) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.48.02(c). (c) Subject to Any prepayment of the Administrative Agent’s written consent (which consent Loans required by this Section 2.06 shall not be unreasonably delayed, withheld or conditioned), subject to the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the minimum amount requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementSection 2.05(b). (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including Upon any prepayment premiumspursuant to this Section 2.06, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for shall promptly notify the benefit Lenders of the Lenders) any amounts due or owing pursuant to Section 8.4such prepayment.

Mandatory Prepayments. In accordance with Section 2.01(f)(iii), (aA) In connection with any Asset Dispositionduring a Sweep Event, the Borrowers Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, apply Actual Net Cash Flow remaining after making the transfers required pursuant to makeSections 3.3(d)(i) a through 3.3(d)(vi) of the CADA to the prepayment of the Loans in accordance with Section 3.3(d)(vii) of the CADA until paid such time the Sweep Event is remedied, provided that in full upon the event that a Sweep Event is caused by the occurrence of a Bankruptcy Event of SolarCity, such Sweep Event cannot be remedied and such Sweep Event shall continue until the following Discharge Date; (B) if any Loan Party or any Subject Fund (x) incurs or issues any Debt after the Closing Date that is not permitted to be incurred pursuant to Section 7.02 or (y) issues any capital stock, then, in each a “Mandatory Prepayment Event”) at case, the following times and in Borrower shall prepay the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset DispositionLoans, in an aggregate principal amount equal to 100% of all net cash proceeds therefrom received or entitled to be received by, or distributable to, any Loan Party or any Affiliate thereof, to, on or prior to the lesser of date which is two (A2) Net Cash Proceeds, and (B) Business Days after the appraised Value for such parcel of Borrower’s Real Estate set forth in receipt by the applicable Appraisal, orLoan Party of such net proceeds; (C) if, as applicableof any date a Borrowing Base Certificate is delivered (including any Borrowing Base Certificate delivered pursuant to Section 2.12), the mutually agreed upon value set forth Outstanding Principal exceeds the Available Borrowing Base, Borrower shall, within five (5) Business Days after the date of such Borrowing Base Certificate, prepay the Loans in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect an amount sufficient to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that reduce the Loan Outstanding Principal to Value Ratio is an amount not greater than seventy-five percent the Available Borrowing Base as calculated in such Borrowing Base Certificate; (75%D) taking into account upon receipt of any Equity Contributions under Article XI, the Asset Disposition. In Borrower shall cause the event the Loan proceeds of such Equity Contribution to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit be applied as a prepayment of outstanding principal of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject Loans in an amount equal to the Administrative Agent’s written consent amount of such Equity Contribution; (which consent shall not be unreasonably delayed, withheld E) upon any refinancing of Net Cash Flows of one or conditionedmore Subject Funds in accordance with Section 2.10(a), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal Borrower shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of prepay the Loans (until such time as in an amount equal to the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the net cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), refinancing; and (iiF) if any Subject Fund becomes subject to a Trigger Event, then within five (5) Business Days after the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) Borrower receives notice from the Administrative Agent (for or otherwise has actual knowledge of such Trigger Event, the benefit of Borrower shall prepay the Lenders) any amounts due or owing Loans in an amount sufficient to cause such Subject Fund to become a Released Fund pursuant to Section 8.4Sections 2.10(b) and (c).

Mandatory Prepayments. (a) In connection with Immediately upon receipt by Holdings or any Asset Dispositionof its Subsidiaries of any proceeds of any sale or disposition by Holdings or any of its Subsidiaries of any of its assets, or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrowers Borrower shall make prepay the Obligations in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower in connection therewith (andin each case, as applicable, paid to non-Affiliates); provided that the Borrower shall cause each HUD Subsidiary, not be required to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred Obligations with respect to as “Designated Proceeds”): (i) Concurrently proceeds from the sales of inventory in the ordinary course of business, (ii) proceeds from the sales of assets securing Indebtedness permitted under Section 7.1(b) (to the extent secured on the Closing Date), Section 7.1(c), Section 7.1(f), Section 7.1(h) or Section 7.1(p) to the extent such proceeds are required to be used, and are actually used, to repay such Indebtedness, (iii) proceeds from other asset sales permitted under Section 7.6 in an aggregate amount less than (x) $2,500,000 in any Fiscal Year and (y) $10,000,000 in the aggregate after the Closing Date and (iv) proceeds that are reinvested in assets then used or usable in the business of the Borrower and its Subsidiaries within 180 days following receipt thereof (or if the Borrower or any of its Subsidiaries has entered into and not abandoned or rejected a binding agreement to so reinvest such proceeds within 180 days following receipt thereof, such proceeds are so reinvested within 90 days after the end of such 180-day period). Any such prepayment shall be applied in accordance with consummation subsection (d) of this Section. (b) In the event that Holdings or any Asset Dispositionof its Subsidiaries receives proceeds from the issuance or incurrence of Indebtedness by Holdings or any of its Subsidiaries that is not permitted under Section 7.1, the Borrower shall, substantially simultaneously with (and in any event not later than the fifth succeeding Business Day) the receipt of such proceeds by Holdings or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the lesser Obligations in accordance with subsection (d) of this Section (A) Net Cash Proceedsfor the avoidance of doubt, it is understood and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan making of such prepayment shall not cure or be deemed to Value Ratio is not greater than seventy-five percent (75%) taking into account cure the Asset DispositionEvent of Default resulting from the issuance or incurrence of such Indebtedness). In the event that Holdings or any of its Subsidiaries receives proceeds from the Loan issuance or incurrence of Indebtedness that constitutes Incremental Term Loans or Revolving Loans in respect of Incremental Revolving Commitments, in each case incurred to Value Ratio is greater refinance all or any portion of the Term Loans, the Borrower shall, substantially simultaneously with (and in any event not later than seventy-five percent (75%the fifth succeeding Business Day) Borrower may elect the receipt of such proceeds by Holdings or its applicable Subsidiary, apply an amount equal to 100% of such proceeds, net of all fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith, to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit outstanding principal amount of the Lendersrelevant Term Loans and, thereafter, to prepay the Obligations in accordance with subsection (d) any amounts due or owing pursuant to Section 8.4of this Section. (c) Subject [Reserved]. (d) Any prepayments made by the Borrower pursuant to subsection (a) or (b) of this Section shall be applied as follows: first, to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have fees and reimbursable expenses then due and payable pursuant to any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the BorrowersLoan Documents; second, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each all reimbursable expenses of the foregoing conditions Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, unless otherwise provided in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing Incremental Commitment Joinder, to the principal balance of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of then outstanding Term Loans, until the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers same shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon , pro rata to the occurrence of any such refinancing by the amount that the cash proceeds Lenders based on their Pro Rata Shares of such new financing exceeds Term Loans, and applied to installments of such Term Loans on a pro rata basis (i) including, without limitation, the amount final payment due on the Maturity Date); fifth, to the principal balance of the Debt Swingline Loans, until the same shall have been paid in full, to be repaid the Swingline Lender; sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. (including e) If at any prepayment premiumstime the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, yield maintenance payments as reduced pursuant to Section 2.8 or other amountsotherwise increased pursuant to Section 2.23, fees or charges the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount equal to be paid such excess, together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each such prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Revolving Loans that are Base Rate Loans to the full extent thereof; and third, to the Revolving Loans that are SOFR Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon. (f) If, at any time that the Total Leverage Ratio for the most recently ended Test Period exceeds 2.75:1.00, the Revolver Availability is less than $50,000,000 (other than solely as a result of Agent Advances), the Borrower shall immediately repay the Swingline Loans and the Revolving Loans in an amount equal to the amount necessary to cause the Revolver Availability (without giving effect to Agent Advances) to be $50,000,000, together with all accrued and unpaid interest on such amount and any amounts due under Section 8.42.19. Each such prepayment shall be applied as follows: first, to the Swingline Loans to the full extent thereof; second, to the Revolving Loans that are Base Rate Loans to the full extent thereof; and third, to the Revolving Loans that are SOFR Loans to the full extent thereof.

Mandatory Prepayments. (a) In connection with Immediately after the Company’s or any Asset Dispositionof its Subsidiaries’ receipt of any Net Cash Proceeds on account of the sale, assignment or other disposition of any Real Property Parcel, personal property or other assets or GMAC Parcel (other than sales and dispositions of Homes in the ordinary course of business permitted pursuant to Section 8.3(a)) in excess of $2,000,000 in the aggregate in any Fiscal Year of the Company, the Borrowers Company shall make (and, as applicable, shall or cause each HUD Subsidiary, to make) be made a mandatory prepayment of the Term A Loans until paid in full upon an amount equal to 75% of such Net Cash Proceeds. (b) Immediately after the occurrence Company’s receipt of any Net Cash Proceeds from a capital contribution to, or the issuance of any Equity Interests of, the Company or any of its Subsidiaries, the Company shall make or cause to be made a mandatory prepayment of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Term A Loans in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to Immediately after the Administrative AgentCompany’s written consent (which consent shall not be unreasonably delayedor any of its Subsidiaries’ receipt of any Net Cash Proceeds from any federal, withheld state or conditioned)local income tax refund, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense Company shall make or cause to be made a mandatory prepayment of the Borrowers, (iv) satisfies the requirements Revolving Loans in an amount equal to 100% of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementNet Cash Proceeds. (d) In connection with any refinancing Upon the occurrence of any HUD Debt of any HUD Subsidiary Change in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005Control, the Borrowers Company shall make or cause such HUD Subsidiary to make be made a mandatory prepayment of the Loans in an amount equal to (until a) in the case of the Revolving Loans, 100% of the aggregate outstanding principal amount thereof, (b) in the case of the Term A Loans, 102% of the aggregate outstanding principal amount thereof and (c) in the case of the Term B Loans, the Term B Loan Make-Whole Premium (in the event such time Change in Control occurs on or prior to the eighteen (18) month anniversary of the Closing Date) or the Term B Loan Applicable Prepayment Premium (in the event such Change in Control occurs after the eighteen (18) month anniversary of the Closing Date), as the case may be. (e) In the event that the Company shall have any Consolidated Excess Cash Flow for any Fiscal Year of the Company (commencing with the Fiscal Year ending December 31, 2007), the Company shall, not later than ninety (90) days after the end of such Fiscal Year, apply 100% of such Consolidated Excess Cash Flow to make or cause to be made a mandatory prepayment of the Term A Loans have been paid in fullan amount equal to 101% of the aggregate outstanding principal amount thereof. (f) upon On the occurrence of date any such refinancing mandatory prepayment is received by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt Senior Administrative Agent pursuant to be repaid (including any prepayment premiumsthis Section 3.16, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) prepayment shall be allocated and applied to the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Obligations in accordance with Section 8.43.17.

Mandatory Prepayments. The Company shall prepay the Loans until Paid in Full: (a) In connection concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment Disposition in excess of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and $200,000 in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of aggregate in any Asset Dispositionsingle Fiscal Year, in an amount equal to 100% of such Net Cash Proceeds; (b) concurrently with the lesser receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Stock of any Loan Party (Aexcluding (i) any issuance of Permitted Capital Stock of the Company pursuant to any employee or director option program, benefit plan, or compensation program, up to an aggregate amount of $200,000 in any Fiscal Year, (ii) any issuance of Permitted Capital Stock of the Company, the Net Cash Proceeds of which are used by the Company to make Financed Capital Expenditures, and (iii) the issuance of any Capital Stock pursuant to Section 11.5(d)) in an amount equal to 100% of all such Net Cash Proceeds received by the Loan Parties after the Closing Date; (c) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1), in an amount equal to 100% of all such Net Cash Proceeds; (d) concurrently with the receipt by any Loan Party of any Net Cash Proceeds from any Insurance Proceeds as a result of an Event of Loss, if the aggregate amount of such Net Cash Proceeds received by the Loan Parties in connection with such Event of Loss and all other Events of Loss occurring during the current Fiscal Year exceeds $200,000.00, in an amount equal to 100% of such excess; provided, that, if no Event of Default exists at the time of receipt of any such Net Cash Proceeds, and (B) subject to the appraised Value for such parcel prior written approval of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent in its reasonable discretion, such prepayment shall not be unreasonably delayed, withheld or conditioned), required to the Borrowers may have any parcel extent the Company reinvests the Net Cash Proceeds of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Event of Loss in productive assets useful in the Administrative Agent, (iii) is at the sole cost and expense business of the Borrowers, (iv) satisfies Company or any of its Subsidiaries within 90 days after the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds date of such new financing exceeds (i) the amount Event of the Debt to be repaid (including any prepayment premiums, yield maintenance payments Loss or other amounts, fees or charges to be paid on enters into a binding commitment therefor within said 90 day period and promptly thereafter makes such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transactionreinvestment. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) The Company will give the Administrative Agent at least five (for the benefit 5) Business Days’ prior written notice of the Lenders) any amounts due or owing pursuant to Section 8.4each mandatory prepayment.

Mandatory Prepayments. (a) In connection with Subject to Section 5.12, if on any Asset Dispositiondate on which a Borrowing Base Certificate is delivered pursuant to Section 8.2(c), the Borrowers Aggregate Outstanding Extensions of Credit exceeds the Borrowing Base, the Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment prepay the Revolving Credit Loans and/or cash collateralize or replace Letters of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Credit in an amount equal to 100% the amount of such excess no later than the lesser Business Day immediately following the date of (A) Net Cash Proceeds, and (B) the appraised Value for delivery of such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceBorrowing Base Certificate. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant Subject to Section 8.45.12, if on any date the Aggregate Outstanding Extensions of Credit exceeds the Revolving Credit Commitments, the Borrower shall immediately prepay the Revolving Credit Loans and/or cash collateralize or replace Letters of Credit in an amount equal to the amount of such excess. (c) Subject to Unless the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned)Lenders having Credit Exposure Percentages aggregating at least 66 2/3% otherwise agree, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal Borrower shall prepay the Revolving Credit Loans and reduce the Revolving Credit Commitments in an amount equal to (i) is ordered 100% of the Net Proceeds of any sale or issuance of debt securities, and 75% of the Net Proceeds of any sale or issuance of any equity securities, in either case by Administrative Agentthe Borrower or any Subsidiary, whether in a public offering, a private placement or otherwise, but excluding any equity investment made by ▇.▇. Childs or its Affiliates, its limited partners or the limited partners of its Affiliates, any equity investment made by any officer or employee of the Borrower pursuant to the Shareholder Agreement or any stock option plan, and any equity investment made by the selling parties in connection with a Permitted Acquisition, (ii) is prepared 100% of the Net Proceeds of any sale, lease, assignment, exchange or other disposition for cash of any asset or group of assets (including, without limitation, but subject to clause (d) of this Section 5.5, insurance proceeds paid as a result of any destruction, casualty or taking of any property of the Borrower or any Subsidiary), not made in the ordinary course of business, by the Borrower or any Subsidiary of the Borrower, (iii) 100% of the Net Proceeds from the termination of any pension plans of the Borrower or any Subsidiary, in any such case no later than three Business Days following receipt by the Borrower or such Subsidiary of such proceeds, together with accrued interest to such date on the amount prepaid; provided that no such prepayment shall be required pursuant to subclause (ii) of this Section 5.5(c) with respect to up to $2,000,000 of such Net Proceeds received by the Borrower and its Subsidiaries during any fiscal year of the Borrower so long as (x) the Borrower shall have notified the Administrative Agent in writing of such receipt of such Net Proceeds, the amount thereof and that the Borrower or such Subsidiary intends to reinvest such Net Proceeds in Inventory or other property useful in the business of the Borrower and its Subsidiaries within 180 days following such receipt, and (y) such Net Proceeds are so reinvested during such 180-day period. To the extent that the Borrower shall have so notified the Administrative Agent that it intended to so reinvest any such Net Proceeds and such Net Proceeds were not so reinvested within 180 days following receipt thereof, the Borrower shall immediately give the Administrative Agent notice thereof and prepay the Revolving Credit Loans and reduce the Revolving Credit Commitments in an independent appraiser approved amount equal to such amount of Net Proceeds which were not reinvested. Amounts prepaid pursuant to this Section 5.5(c) shall be applied to the reduction of the Revolving Credit Commitments and the prepayment of the Revolving Credit Loans and/or to cash collateralize or replace Letters of Credit. Nothing in this Section 5.5(c) shall be construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction of the types described in this Section 5.5(c), including without limitation the restrictions set forth in Sections 9.2, 9.5 and 9.6 hereof. (d) Net Proceeds received by the Borrower or any Subsidiary as proceeds of condemnation or insurance upon any destruction, casualty or taking with respect to any property of the Borrower or any Subsidiary need not be applied as set forth in Section 5.5(c) to the extent that such Net Proceeds are applied to the repair, rebuilding or replacement of the property which was the subject of such destruction, casualty or taking within 180 days after the receipt of such Net Proceeds. If required by the Administrative Agent, (iii) is at such Net Proceeds shall be held in a special collateral account, subject to the sole cost dominion and expense control of the Borrowers, (iv) satisfies the requirements of FIRREA, Administrative Agent and (v) is otherwise in form and substance a manner reasonably satisfactory to the Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal as additional Collateral for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of Obligations and the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13Guarantees, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt it is to be repaid (including any prepayment premiumsapplied to such repair, yield maintenance payments rebuilding or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4replacement.

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation At the option of the Lender in its sole and absolute discretion, no later than the fifth Business Day following the receipt of any Net Proceeds in respect of any Prepayment Asset DispositionSale or any Casualty/Condemnation Event, in each case, in excess of (x) $5,000,000 in a single transaction or series of related transactions and (y) $20,000,000 in any fiscal year, the Borrower shall apply an amount (collectively, the “Subject Proceeds”) equal to 100% of such Net Proceeds in excess of such thresholds set forth in the foregoing clauses (x) and (y) to prepay the outstanding Loan, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; and together with any other Obligations then due and owing, if any, under this Agreement and the other Loan Documents; provided, that if Holdings or any of its Subsidiaries intends to reinvest such Net Proceeds in the business of Holdings or any of its subsidiaries (including any acquisitions or other Investment permitted under Section 6.05) within 18 months following receipt thereof, then no prepayment shall be required pursuant to this clause (i) in respect of such Net Proceeds (or the applicable portion thereof, if applicable) except to the extent of any such Net Proceeds that have not been so invested (or contractually committed to be invested) by the end of such 18-month period (or, if contractually committed to be so invested within such 18-month period, have not been so invested within 24 months after receipt thereof), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or contractually committed to be invested). (ii) At the option of the Lender in its sole and absolute discretion, in the event that Holdings or any of its Subsidiaries shall receive Net Proceeds from the issuance or incurrence of Indebtedness of Holdings or any of its Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the Business Day immediately following) the receipt of such Net Proceeds by Holdings or such Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the lesser outstanding Loan together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment; and together with any other Obligations, if any, then due and owing under this Agreement and the other Loan Documents. (iii) No later than the tenth (10th) Business Day after the date on which the financial statements with respect to any Fiscal Year of Holdings are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending December 31, 2024, (A) Net Cash Proceedswith respect to the Fiscal Year ending December 31, 2024, solely in the event that the Consolidated Total Leverage Ratio is greater than 5.00:1.00 as of the last day of the applicable Test Period and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowersthe Fiscal Year ending December 31, a Senior Officer of Parent shall deliver a Compliance Certificate that shows 2025 and any Fiscal Year ending thereafter, solely in the event that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Consolidated Total Leverage Ratio is greater than seventy-five percent 4.75:1.00 as of the last day of the applicable Test Period, the Borrower shall prepay outstanding Loan in an aggregate principal amount (the “ECF Prepayment Amount”) equal to 75%) Borrower may elect to prepay % of Excess Cash Flow for such Fiscal Year; provided that, at the option of the Lender in its sole and absolute discretion, the Lender may, in lieu of requiring any prepayment of the Loan with any ECF Prepayment Amount required pursuant to this clause (iii), require that such ECF Prepayment Amount be deposited by the Borrower in order to bring the ECF Control Account; provided, further, that any amount drawn by the Lender from the ECF Control Account in accordance with this clause (iii) shall reduce the aggregate principal amount of the Loan outstanding under this Agreement on a dollar-for-dollar basis; provided, further, that any funds remaining in the ECF Control Account on the Maturity Date shall be applied to Value Ratio the repayment of the outstanding Loan. For the avoidance of doubt, no funds deposited into compliancethe ECF Control Account in accordance with this Section 2.03(b)(iii) shall constitute Declined Proceeds. (biv) The Borrowers Solely in the event that the Specified 2024 Acquisition is not consummated on or prior to the Specified 2024 Acquisition Outside Date, the Borrower shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit prepay a portion of the Lendersoutstanding Loan in an aggregate principal amount equal to $75,000,000 within three (3) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense Business Days of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementSpecified 2024 Acquisition Outside Date. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with any Asset DispositionSubject to the proviso contained in this subsection (a), the Borrowers shall make promptly (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in any event, within three (3) Business Days) after receipt by the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation Borrower or any Loan Party of Net Cash Proceeds of any Asset DispositionSale or Recovery Event, the Borrower shall prepay the Obligations in accordance with Section 2.12(d) in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds; provided that the Borrower shall not be required to prepay the Obligations with respect to (i) proceeds from the Asset Sales in the ordinary course of business, (ii) proceeds from other Asset Sales permitted under Section 7.6 (other than clauses (l)(iii) and (Bm) thereof), (iii) so long as the appraised Value for such parcel Approved Floorplan Financing Documents are in effect, proceeds from Asset Sales of Borrower’s Real Estate set forth Floorplan Collateral and (iv) proceeds of any sale or disposition by the Borrower or any Loan Party of any of its assets, or proceeds from casualty insurance policies or eminent domain, condemnation or similar proceedings that in the applicable Appraisalcase of this clause (iv) are reinvested in assets then used or usable in the business of the Borrower and the Loan Parties within one hundred eighty (180) days following receipt thereof or in which the Borrower or such Loan Party has entered into a commitment to reinvest such proceeds within two hundred seventy (270) days following receipt thereof and such proceeds are reinvested in assets or used or usable in the business of the Borrower and the Loan Parties within three hundred sixty (360) days following receipt thereof; provided, orfurther, that if such 180-day period or 360-day period, as applicable, expires without the mutually agreed upon value set forth Borrower or such Loan Party reinvesting all or any portion of such proceeds, promptly (and in Schedule 6.1.2(a)(iany event within three (3) attached hereto for any parcel of real estate owned by any HUD SubsidiaryBusiness Days) thereafter, in either case, less (but without duplication) any Non-the Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent or such Loan Party shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan Obligations in order an amount equal to bring the Loan to Value Ratio into complianceunused portion of such Net Cash Proceeds. (b) The Borrowers No later than the Business Day following the date of receipt by the Borrower or any Loan Party of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness permitted under Section 7.1 (other than Credit Agreement Refinancing Indebtedness)), the Borrower shall remain responsible for and concurrently pay (prepay the Obligations in accordance with any Section 2.12(d) in an amount equal to such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Net Cash Proceeds. (c) Subject to Within one hundred and twenty (120) days after the Administrative Agent’s written consent (which consent shall not be unreasonably delayedend of each Fiscal Year commencing with the Fiscal Year ending September 30, withheld or conditioned)2023, the Borrowers may have any parcel Borrower shall prepay the Obligations in an aggregate amount equal to (xv) 50100% of Real Estate reappraised Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is greater than or equal to 3.50:1.00 as reasonably requested at any time as long as any of the end of such new appraisal (i) is ordered by Administrative AgentFiscal Year, (iiw) 75% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is prepared by an independent appraiser approved by less than 3.50:1.00 but greater than or equal to 2.75:1.00 as of the Administrative Agentend of such Fiscal Year, (iiix) 50% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is at the sole cost and expense less than 2.75:1.00 but greater than or equal to 1.50:1.00 as of the Borrowersend of such Fiscal Year, (ivy) satisfies 25% of Consolidated Excess Cash Flow for such Fiscal Year if the requirements Consolidated Leverage Ratio is less than 1.50:1.00 but greater than or equal to 0.75:1.00 as of FIRREA, the end of such Fiscal Year and (vz) 0% of Consolidated Excess Cash Flow for such Fiscal Year if the Consolidated Leverage Ratio is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each less than 0.75:1.00 as of the foregoing conditions end of such Fiscal Year, in this subsection (c) are satisfied, each case minus the aggregate amount of any voluntary prepayments of the Term Loans made with Internally Generated Cash during such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementFiscal Year. (d) In connection with Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any refinancing of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares (or other allocated share set forth herein) of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective Pro Rata Shares of such interest and fees; fourth, on a pro rata basis (or on a less than pro rata basis for any Incremental Term Loans that so elect pursuant to Section 2.23) to the principal balance of each Class of Term Loans (or, in the case of the incurrence of any HUD Debt Credit Agreement Refinancing Indebtedness, to the applicable Class of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(bTerm Loans being refinanced)) of , until the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers same shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied, in the case of a prepayment under Section 2.12(a), first to the next four scheduled installments of principal (in forward order of maturity) upon and then pro rata to the occurrence remaining principal installments of the Term Loans, and in the case of Sections 2.12(b) and (c), pro rata to the principal installments of the Term Loans; fifth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any such refinancing accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount that of any prepayments made pursuant to clauses fifth through seventh above, unless an Event of Default has occurred and is continuing and the cash proceeds Required Lenders so request. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, as reduced pursuant to Section 2.8 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiumsexcess, yield maintenance payments or other amounts, fees or charges to be paid together with all accrued and unpaid interest on such Debt), excess amount and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.19. Each prepayment shall be applied first to Section 8.4the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Term SOFR Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any accrued and unpaid fees thereon.

Mandatory Prepayments. Borrower (aor, in the case of subsection (b) In connection with below, if DIP Lender is holding the proceeds of insurance or condemnation as additional collateral pursuant hereto or any Asset DispositionRelated Document, the Borrowers DIP Lender) shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the DIP Loans until paid in full upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) following, at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):amounts: (ia) Concurrently with consummation Immediately upon the closing of any Asset Dispositionsale, transfer or other disposition by Borrower of any asset, in an amount equal to 100% of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five one hundred percent (75100%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount sale, transfer or other disposition, net of the Debt to be repaid (costs and expenses of disposition, including any prepayment premiumscommissions, yield maintenance payments or other amountstaxes, fees or charges to be paid on such Debt), and (ii) the transaction legal fees and expenses actually incurredand other transactions costs, consented to, in connection with writing, by DIP Lender; (b) Within two (2) days after the receipt of any insurance or condemnation proceeds (or other similar recoveries) by Borrower or by DIP Lender (to the extent DIP Lender is holding the insurance or condemnation proceeds as additional collateral pursuant hereto or any Related Document) from any casualty loss incurred by Borrower or condemnation of property, in an amount equal to one hundred percent (100%) of such refinancing insurance or condemnation proceeds (or other similar recoveries) net of any collection expenses; (c) Within two (2) days after the receipt of any proceeds from the issuance of any equity interests by ▇▇▇▇▇▇▇▇, in an amount equal to one hundred percent (100%) of such proceeds, net of the costs and expenses of the transaction, including commissions, taxes, legal fees and expenses and other transactions costs, consented to, in writing, by ▇▇▇ ▇▇▇▇▇▇; and (d) Within two (2) days after the receipt of any proceeds from the incurrence of any indebtedness by ▇▇▇▇▇▇▇▇, in an amount equal to one hundred percent (100%) of such proceeds, net of the costs and expenses of the transaction, including commissions, taxes, legal fees and expenses and other transactions costs, consented to, in writing, by DIP Lender. Borrowers shall remain responsible for and concurrently pay (with any The proceeds of such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant prepayments shall be applied to Indebtedness as set forth in Section 8.41.10.

Mandatory Prepayments. (ai) In If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or for any other reason, the total Revolving Credit Exposures exceeds the Aggregate Maximum Credit Amounts, then the Borrower shall prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess. (ii) Subject to the payment priorities set forth in the DIP Orders, if any Loan Party receives any Net Cash Proceeds from the consummation, whether in a single transaction or a series of transactions, of any Disposition, including in connection with any Asset DispositionCasualty Event, of any Loan Party’s Property (other than Net Cash Proceeds from (X) the monetization, liquidation, close-out or other similar equivalent action taken by any Loan Party in respect of any transaction arising under any Swap Agreement or (Y) the sale of Hydrocarbons in the ordinary course of business as permitted by Section 9.12), the Borrowers Borrower shall make immediately repay an aggregate principal amount of outstanding Borrowings (and, as applicable, shall cause ratably to each HUD Subsidiary, Lender in accordance with each such Lender’s Applicable Percentage) equal to make) a prepayment 100% of the Loans until paid in full upon the occurrence of the following such Net Cash Proceeds (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (less any prepayments from such applicable amounts being referred Net Cash Proceeds made pursuant to as “Designated Proceeds”): clause (i) Concurrently of this Section 3.04(c)); provided that no such prepayment or repayment shall be required unless and until the aggregate amount of Net Cash Proceeds received by the Loan Parties after the Petition Date in connection with consummation all such Dispositions and Casualty Events exceeds $250,000, and thereupon, only in respect of amounts in excess of such $250,000 exception. (iii) Subject to the payment priorities set forth in the DIP Orders, if any Loan Party receives or realizes any Net Cash Proceeds from the monetization, liquidation, close- out or other similar equivalent action taken by any Loan Party in respect of any Asset Dispositiontransaction arising under any Secured Swap Agreement to which any Loan Party is a party, the Borrower shall immediately repay an aggregate principal amount of outstanding Borrowings (ratably to each Lender in accordance with each such Lender’s Applicable Percentage) equal to 100% of such Net Cash Proceeds, less any prepayments from such Net Cash Proceeds made pursuant to clause (i) of this Section 3.04(c); provided that no such prepayment or repayment shall be required unless and until the aggregate amount of Net Cash Proceeds received by the Loan Parties after the Petition Date in connection with all the transactions described in this clause (iii) exceeds $250,000, and thereupon, only in respect of amounts in excess of such $250,000 exception. (iv) Subject to the payment priorities set forth in the DIP Orders, immediately upon the incurrence of any Debt (other than Debt permitted pursuant to Section 9.02) by any Loan Party or any of their respective Subsidiaries or the receipt of any amount in respect of the Equity Interests of any Loan Party or their respective Subsidiaries, the Borrower shall repay an aggregate principal amount of outstanding Borrowings (ratably to each Lender in accordance with each such Lender’s Applicable Percentage) on the date of such incurrence or receipt equal to 100% of (i) in the case of the proceeds of any Debt, 100% of the Net Cash Proceeds thereof or (ii) in the case of amounts received in respect of any such Equity Interests, 100% of such amounts. (v) If, at any time, the Loan Parties and/or any of their respective Subsidiaries have any Excess Cash, then the Borrower shall immediately repay an aggregate principal amount of outstanding Borrowings (ratably to each Lender in accordance with each such Lender’s Applicable Percentage) in an amount equal to 100% of the lesser of (A) Net such Excess Cash Proceeds, and (B) the appraised Value for aggregate principal amount of the outstanding Borrowings as of such parcel of Borrower’s Real Estate set forth in date. To effectuate the applicable Appraisal, or, as applicablepayment required hereunder, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD SubsidiaryLoan Parties hereby authorize each Lender, in either caseits (or its applicable Affiliate’s) capacity as a depository bank, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowersto, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s upon written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by notice from the Administrative Agent, initiate debit entries to any and all accounts held by any Loan Party or any Subsidiary thereof with such bank and to debit the amount set forth in such written notice (iii) is at the sole cost and expense of the Borrowerswhich, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel avoidance of Real Estate for purposes doubt, shall be an amount not to exceed the lesser of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the outstanding principal amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), outstanding Borrowings and (ii) the transaction fees and expenses actually incurred, in connection with amount of such refinancing transactionExcess Cash) from such accounts. Borrowers The foregoing authorizations to initiate debit entries shall remain responsible for in full force and concurrently pay (with any effect, and such mandatory prepayment) debits shall continue from time to time, until the Administrative Agent terminates such respective arrangement. The Borrower, for itself and the other Loan Parties and their respective Subsidiaries, acknowledges that (x) such debit entries may cause an overdraft of such accounts which may result in such bank’s refusal to honor items drawn on such accounts until adequate deposits are made to such account, (y) such bank is under no duty or obligation to initiate any debit entry for any purpose and (z) if a debit is not made, the benefit payment required by this Section 3.04(c)(v) may be late or past due for all purposes hereunder (including, without limitation, Sections 3.02(c)(i) and 10.01(a)). (vi) Each prepayment or repayment of the Lenders) any amounts due or owing Borrowings pursuant to this Section 8.43.04(c) shall be applied as follows: first, ratably to any ABR Borrowings of Loans then outstanding, and second, to any Eurodollar Borrowings of Loans then outstanding, and if more than one Eurodollar Borrowing of Loans is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto, and otherwise, (A) first, on a pro rata basis in accordance with each such Lender’s Applicable Percentage, to pay accrued and unpaid interest on, and accrued and unpaid expenses in respect of, the Secured Obligations, to the extent due and payable in accordance with the Loan Documents; and (B) second, on a pro rata basis in accordance with each such Lender’s Applicable Percentage, to repay any principal amounts or other Secured Obligations which have been advanced and are outstanding under the DIP Facility; and (C) third, as required by the DIP Orders. Each prepayment or repayment of Borrowings pursuant to clause (v) of this Section 3.04(c) shall also permanently reduce the Aggregate Maximum Credit Amounts by the amount of such prepayment. (vii) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to the Loans included in such prepaid Borrowings. Prepayments pursuant to this Section 3.04(c) shall be accompanied by accrued interest in accordance with Section 3.02.

Mandatory Prepayments. (a) In connection with Subject to Section 6.12, if on any Asset Dispositiondate the Aggregate Outstanding RC Extensions of Credit exceeds the Revolving Credit Commitments, the Borrowers Borrower shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment immediately prepay the Revolving Credit Loans and cash collateralize or replace Letters of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Credit in an amount equal to 100% the amount of the lesser of (A) Net Cash Proceeds, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceexcess. (b) The Borrowers Unless the Required Lenders otherwise agree, the Borrower shall remain responsible prepay the Loans and reduce the Commitments in an amount equal to (i) 100% of the Net Proceeds of any sale or issuance of debt securities, and 75% of the Net Proceeds of any sale or issuance of any equity securities, in either case by the Borrower or any Subsidiary, whether in a public offering, a private placement or otherwise and (ii) 100% of the Net Proceeds of any sale, lease, assignment, exchange or other disposition for cash of any asset or group of assets not made in the ordinary course of business (including, without limitation, but subject to clause (d) of this Section 6.5, insurance proceeds paid as a result of any destruction, casualty or taking of any property of the Borrower or any Subsidiary and concurrently pay (with the proceeds of key person life insurance required by the terms hereof), by the Borrower or any Subsidiary of the Borrower, in any such mandatory prepaymentcase no later than three Business Days following receipt by the Borrower or such Subsidiary of such proceeds, together with accrued interest to such date on the amount prepaid; provided that no such prepayment shall be required pursuant to subclause (ii) of this Section 6.5(b) unless the Administrative Agent (for aggregate amount of such Net Proceeds received by the benefit Borrower and its Subsidiaries and not previously applied to prepayment of the Lenders) any amounts due or owing Loans and the reduction of the Commitments pursuant to Section 8.46.5(b)(ii) is at least $100,000 for any single disposition or $500,000 in the aggregate for all dispositions in any year. Amounts prepaid pursuant to this Section 6.5(b) shall be applied first to the Term Loans and the Acquisition Loans (or, if no Acquisition Loans are then outstanding, to the reduction of the Acquisition Credit Commitments), pro rata, until paid in full, and second to the reduction of the Revolving Credit Commitments and the prepayment of the Revolving Credit Loans and/or cash collateralization of the Letters of Credit. Prepayments of installments of Term Loans and Acquisition Loans shall be applied in the inverse order of maturity and such amounts so prepaid may not be reborrowed. Nothing in this Section 6.5(b) shall be construed to derogate any restriction or limitation contained in any Loan Document imposed on any transaction of the types described in this Section 6.5(b), including without limitation the restrictions set forth in Sections 10.2, 10.5 and 10.6 hereof. (c) Subject On or before the earlier of the date on which the financial statements referred to in Section 9.1(a) are required to be delivered in respect of a fiscal year of the Borrower, beginning with the fiscal year ending August 31, 2000, and the date on which such financial statements are actually delivered, the Borrower shall prepay the Term Loans and Acquisition Loans and permanently reduce the Commitments in the amount of 50% of Excess Cash Flow for the fiscal year covered by such financial statements, together with accrued interest to such date on the amount prepaid. Amounts prepaid pursuant to this Section 6.5(c) shall be applied first to the Administrative Agent’s written consent Term Loans and the Acquisition Loans (which consent or, if no Acquisition Loans are then outstanding, to the reduction of the Acquisition Credit Commitments), pro rata, until paid in full, and second to the reduction of the Revolving Credit Commitments and the prepayment of the Revolving Credit Loans and/or cash collateralization of the Letters of Credit. Prepayments of installments of Term Loans and Acquisition Loans shall be applied in the inverse order of maturity and such amounts so prepaid may not be unreasonably delayedreborrowed. (d) Net Proceeds received by the Borrower or any Subsidiary as proceeds of insurance upon any destruction, withheld casualty or conditioned)taking with respect to any property of the Borrower or any Subsidiary need not be applied as set forth in Section 6.5(b) to the extent that such Net Proceeds are applied to the repair, rebuilding or replacement of the Borrowers may have any parcel property which was the subject of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agentdestruction, (ii) is prepared by an independent appraiser approved casualty or taking within 60 days after the receipt of such Net Proceeds. If required by the Administrative Agent, (iii) is at such Net Proceeds shall be held in a special collateral account, subject to the sole cost dominion and expense control of the Borrowers, (iv) satisfies the requirements of FIRREA, Administrative Agent and (v) is otherwise in form and substance a manner reasonably satisfactory to the Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal as additional Collateral for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of Obligations and the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13Guarantee, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt it is to be repaid (including any prepayment premiumsapplied to such repair, yield maintenance payments rebuilding or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4replacement.

Mandatory Prepayments. (i) In the event and on each occasion that any Net Proceeds are received by or on behalf of a Loan Party or any of its Subsidiaries in respect of any Prepayment Event or Sale and Leaseback Transaction, the Borrower shall within two (2) Business Days after such Net Proceeds are received prepay the Obligations as set forth in Section 2.10(d) below in an aggregate amount equal to (x) in the case of a Prepayment Event described in clause (c) of the definition thereof, 50% of such Net Proceeds and (y) in the case of any other Prepayment Event or a Sale and Leaseback Transaction, 100% of such Net Proceeds. Notwithstanding the foregoing, (1) up to $1,000,000 of Net Proceeds arising from the events of the type described in clause (a) In connection with of the definition of Prepayment Event in any Asset DispositionFiscal Year and (2) 100% of the Net Proceeds arising from the events of the type described in clause (b)(i) of the definition of Prepayment Event in any Fiscal Year shall not be required to be used to prepay the Obligations to the extent such Net Proceeds are used to purchase, replace, repair or restore properties or assets used in any Loan Party’s business; provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Proceeds, (B) such proceeds are used to invest or reinvest in, or otherwise purchase, replace, repair or restore, properties or assets constituting (1) ABL Priority Collateral if the property or assets Disposed of or subject to casualty or condemnation constituted ABL Priority Collateral, (2) Term Loan Priority Collateral if the property or assets Disposed of or subject to casualty or condemnation constituted Term Loan Priority Collateral, or (3) ABL Priority Collateral and Term Loan Priority Collateral (in a percentage determined in good faith by the Administrative Agent, subject to the Intercreditor Agreement) if the property or assets sold or Disposed of or subject to casualty or condemnation constituted both ABL Priority Collateral and Term Loan Priority Collateral, (C) the Borrower delivers a certification to the Administrative Agent stating that such Net Proceeds shall be used to purchase, replace, repair or restore properties or assets used in any Loan Party’s business within a period specified in such certificate not to exceed one hundred eighty (180) days after the date of receipt of such Net Proceeds (which certificate shall set forth estimates of the Net Proceeds to be so expended), (D) such Net Proceeds are deposited in an account subject to a Deposit Account Control Agreement (as defined in the Security Agreement) and (E) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (C) above or (2) unless otherwise agreed to by the Administrative Agent in writing, the Borrowers shall make (andoccurrence and during the continuance of an Event of Default, as applicablesuch Net Proceeds, if not theretofore so used, shall cause each HUD Subsidiarybe used to prepay the Obligations in accordance with Section 2.10(d). (ii) In the event and on any such occasion that (A) an amount equal to the product of 90% times the aggregate outstanding principal balance of the Term Loan exceeds (B) the Term Loan Borrowing Base, the Borrower shall, within two (2) Business Days of such event, prepay the Obligations as set forth in Section 2.10(d) below in an aggregate amount equal to makesuch excess. (iii) a prepayment In the event that there shall be Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending April 30, 2023), the Borrower shall, no later than the tenth (10th) day following the date that annual financial statements are due in accordance with Section 5.01(a)(i) (the “ECF Payment Date”), prepay the Loans as set forth in Section 2.10(d) below in an aggregate amount equal to the positive difference (if any) between (A) 50% of such Excess Cash Flow for such Fiscal Year, minus, at the option of the Borrower, (B) voluntary prepayments of the Loans until paid in full upon the occurrence made during such Fiscal Year, but excluding any repayments of the following Loans made with the proceeds of any long-term indebtedness (each a other than revolving Indebtedness) (such amount for any given Fiscal Year, the “Mandatory Prepayment EventECF Amount”) at the following times and ); provided that, in the following amounts event the Borrower is unable to make any mandatory prepayment described in this Section 2.10(c)(iii) on any ECF Payment Date due to the failure to satisfy the conditions set forth in Section 2.3(b) of the Intercreditor Agreement (as in effect on the date hereof) on such applicable amounts being referred date, then Borrower shall not be obligated to make such prepayment until, and shall make such prepayment on, the first date thereafter on which, before and after giving pro forma effect to such prepayment, the conditions set forth in Section 2.3(b) of the Intercreditor Agreement (as “Designated Proceeds”): (iin effect on the date hereof) Concurrently with consummation are satisfied; provided further, that in the case of any Asset Dispositionthe Fiscal Year ending April 30, 2023, Borrower shall only be obligated to prepay the Loans in an amount equal to 100% the applicable ECF Amount for the period commencing with the first day of the lesser of (A) Net Cash Proceedsfirst month after the Effective Date and ending on April 30, and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance2023. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection Concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any Casualty Event, Taking, Asset DispositionSale or Termination Payment, in excess of $10,000,000 in aggregate following the Borrowers shall make (andClosing Date, as applicablesuch Loan Party shall, or shall cause each HUD Subsidiaryits applicable Subsidiaries to, to make) a prepayment promptly prepay the outstanding principal amount of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) such excess Net Cash Proceeds; provided that, so long as (i) no Specified Event of Default or Event of Default occurring pursuant to Section 9.01(c) as a result of a violation of Section 7.01(b), Section 7.01(d), clause (i) of Section 7.02(a), or Section 8.14 shall have occurred and (B) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and be continuing and (ii) Solely with respect the Obligations have not been accelerated Pursuant to Asset Dispositions Section 9.02(b) following the occurrence and during the continuance of Borrowersany other Event of Default, a Senior Officer the Borrowers shall have the option, directly or through one or more of Parent shall deliver a Compliance Certificate that shows that the Loan their Subsidiaries, to Value Ratio is not greater than seventyinvest such excess Net Cash Proceeds within three hundred sixty-five percent (75%365) taking days of receipt thereof in assets used or useful in the Businesses (including Permitted Acquisitions and other permitted Investments); provided, further, that if Borrower or any of its Subsidiaries enters into account a legally binding commitment (and has provided the Asset Disposition. In Administrative Agent a copy of such binding commitment for distribution to the event Lenders) to invest such excess Net Cash Proceeds within such 365-day period, it may directly or through one or more of its Subsidiaries so invest such excess Net Cash Proceeds within the Loan to Value Ratio is greater than seventylater of (X) three hundred sixty-five percent (75%365) days following the receipt of such excess Net Cash Proceeds or (Y) one hundred eighty (180) days following the date such Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio or Subsidiary entered into compliancesuch legally binding commitment. (b) The Borrowers shall remain responsible for and concurrently pay Concurrently with the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due other than Debt expressly permitted to be incurred or owing issued pursuant to Section 8.48.01), such Loan Party shall, or shall cause its applicable Subsidiaries to, prepay the outstanding principal amount of the Loans in an amount equal to 100% of all Net Cash Proceeds received by such Loan Party or such Subsidiary from such incurrence or issuance. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned)Immediately upon a Change in Control, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by Loan Parties shall prepay the Administrative Agent, (iii) is at the sole cost Loans in full together with all interest accrued and expense of the Borrowers, (iv) satisfies the requirements of FIRREAunpaid thereon, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementall other amounts owing or payable hereunder or under any other Loan Document. (d) In connection The BVI Borrower shall give the Administrative Agent immediate notice of the occurrence of any event requiring mandatory prepayment under this Section 2.04. Such notice must be received by the Administrative Agent not later than 2:00 p.m. at least three (3) Business Days prior to any Prepayment Date. Each such notice shall specify the date and the amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the relevant Facility of such prepayment. If such notice is given by the BVI Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment shall be accompanied by all accrued interest on the amount prepaid, together with any refinancing additional amounts required pursuant to Section 3.03 and, in the case of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a mandatory prepayment of the Loans (until such time as with Net Cash Proceeds of an Asset Sale or, to the extent resulting from voluntary termination of a Material Water Contract by any Loan Party, Termination Payment pursuant to Section 2.04(a) above and any mandatory prepayment pursuant to Sections 2.04(b) and 2.04(c) above, in each case, any applicable Prepayment Premium in respect of the Loans have been paid in fullso prepaid. Each mandatory prepayment of any Loan (whether or not such prepayment was designated to be made with respect to any particular Loan, Class or Type) upon shall be applied on a pro rata basis across all Loans (and not just to such Loan); provided that if the occurrence terms of an Additional Loan provide for a smaller portion (or no portion) of any such refinancing by prepayment, only such smaller portion (or no portion, if applicable) shall be allocated to such Additional Loan and the amount that excess shall be allocated to the cash proceeds other Loans on a pro rata basis across all such other Loans. Each prepayment of such new financing exceeds (i) any Class of outstanding Loans pursuant to this Section 2.04 shall be paid to the amount Lenders in accordance with their respective Applicable Percentages in respect of the Debt to be repaid (including relevant Facilities and, in the case of any prepayment premiumsof any Closing Date Loans, yield maintenance payments 3rd Amendment Date Loans or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing 4th Amendment Date Loans pursuant to this Section 8.42.04, shall be further subject to Section 12.26(a).

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment Within 3 Business Days of the Loans until paid in full upon the occurrence date of receipt by any Loan Party or any of its Subsidiaries of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”):Net Cash Proceeds of any: (i) Concurrently voluntary or involuntary sale or disposition by any Loan Party or any of its Subsidiaries of Revolver Priority Collateral (including casualty losses {including proceeds of insurance in respect thereof) or condemnations with consummation respect thereto but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k) or (n) of any Asset Dispositionthe definition of Permitted Dispositions), (A) U.S. Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the lesser of (A) such Net Cash Proceeds, Proceeds (including condemnation awards and payments in lieu thereof) received by any U.S. Loan Party or any of its Subsidiaries in connection with such sales or dispositions and (B) Canadian Borrower shall prepay the appraised Value for outstanding principal amount of the Obligations in accordance with Section 2.4(f)(ii) in an amount equal to 100% of such parcel Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by any Canadian Loan Party or any of its Subsidiaries in connection with such sales or dispositions provided, however, that, so long as (w) no Default or Event of Default shall have occurred and is continuing, (x) U.S. Borrower or Canadian Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, shall have given Agent prior written notice of Borrower’s intention to apply such monies to the mutually agreed upon value set forth costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in Schedule 6.1.2(a)(ithe business of such Borrower or its Subsidiaries, (y) attached hereto for the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest (subject to Permitted Liens), and (z) such Loan Party or any parcel its Subsidiaries, as applicable, commits to such replacement, purchase or construction within 6 months after the date of real estate owned by initial receipt of such monies and completes such replacement, purchase, or construction within 1 year after the initial receipt of such monies, such Loan Party or any HUD Subsidiaryof its Subsidiaries shall have the option to apply such monies, in either casean aggregate amount not to exceed (1) with respect to sales or dispositions (other than casualty losses or condemnations), less (but aa) $1,000,000 for all such sales or dispositions in any fiscal year, and (bb) $5,000,000 for all such sales or dispositions since the Closing Date, or (2) with respect to casualty losses and condemnations, $10,000,000 for all such casualty losses (including proceeds of insurance in respect thereof) and condemnations in any fiscal year, to the costs of replacement of the assets that are the subject of such sale or disposition or for the purchase or construction of assets useful to the business of any of the Loan Parties unless and to the extent that (aa) such applicable period shall have expired without duplicationsuch replacement, purchase or construction being made or completed or (bb) an Event of Default shall have occurred and be continuing, in which ease, any Non-Borrower Payment Amountsamounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(f)(i) or Section 2.4(f)(ii), as applicable; and (ii) Solely with respect to Asset Dispositions of Borrowersbusiness interruption insurance, a Senior Officer of Parent (A) U.S. Borrower shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the outstanding principal amount of the Debt Obligations in accordance with Section 2.4(f)(i) in an amount equal to be repaid (including 50% of such Net Cash Proceeds of any prepayment premiums, yield maintenance payments business interruption insurance received by any U.S. Loan Party or other amounts, fees or charges to be paid on such Debt), any of its Subsidiaries and (iiB) Canadian Borrower shall prepay the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit outstanding principal amount of the LendersObligations in accordance with Section 2.4(f)(ii) in an amount equal to 50% of such Net Cash Proceeds of any amounts due business interruption insurance received by any Canadian Loan Party or owing pursuant any of its Subsidiaries; Nothing contained in this Section 2.4(e) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 8.46.4.

Mandatory Prepayments. (a) In connection with Unless the Required Lenders shall otherwise agree, if any Asset Disposition, the Borrowers Capital Stock shall make be issued (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): other than any Capital Stock issued (i) Concurrently with consummation solely for the purpose of applying the Net Cash Proceeds of such issuance to cure (A) the inaccuracy of any Asset DispositionCurable Representation/Warranty in accordance with Section 7.1 (b) or (B) a violation of Section 6.1 or Section 6.3 in accordance with such Section and clause (f) below, or (ii) to one or more Investor Parties or Investor-Related Parties), or Indebtedness incurred, by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.4), then on the date of such issuance or incurrence, the Loans shall be prepaid by an amount equal to 100% the amount of the lesser of (A) Net Cash Proceeds, and (B) Proceeds of such issuance or incurrence. The provisions of this Section do not constitute a consent to the appraised Value for such parcel issuance of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned equity securities by any HUD Subsidiaryentity whose equity securities are pledged pursuant to the Guarantee and Collateral Agreement, in either case, less (but without duplication) or a consent to the incurrence of any Non-Indebtedness by the Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions or any of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceits Subsidiaries. (b) The Borrowers Unless the Required Lenders shall remain responsible for and concurrently pay (with otherwise agree, if on any such mandatory prepayment) date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Purchase Price Refund then, unless a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, on the date of receipt by the Borrower or such Subsidiary of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds; provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Purchase Price Refunds that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $1,000,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date the Loans shall be prepaid, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Asset Sale or Purchase Price Refund. (c) Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any of its Subsidiaries shall receive net Cash Proceeds from any Recovery Event then, unless the Borrower acts in accordance with the following procedures specified in this Section 2.6(c), the Loans shall be prepaid by an amount equal to the amount of such Net Cash Proceeds promptly upon the Borrower’s failure to act, or to continue to act, in accordance with such procedures: (i) within 90 days after the occurrence of the event that gives rise to the Recovery Event, the Borrower shall deliver to the Administrative Agent a preliminary notice of intent to use the anticipated Net Cash Proceeds from such Recovery Event to rebuild or reinvest in the assets that were the subject of the Recovery Event; (ii) upon receipt of such Net Cash Proceeds, the Borrower shall place them in a segregated account subject to a security interest in favor of the Administrative Agent for the benefit of the Lenders, to be used only for such rebuilding or reinvestment; (iii) within 15 days after receipt of such Net Cash Proceeds, the Borrower shall deliver to the Administrative Agent a Reinvestment Notice in respect thereof; (iv) within six months after delivery of the Reinvestment Notice, the Borrower shall commence the reinvestment or rebuilding process, provided that the Borrower has obtained all required Licenses to do so (which the Borrower shall make commercially reasonable efforts to obtain in a timely manner); (v) if the Borrower has not obtained any amounts due required Licenses within the six-month period specified in clause (iv) above, then provided that the Borrower at all times is diligently proceeding to obtain all such required Licenses, the Borrower shall have such additional period of time as is reasonably needed to obtain required Licenses and thereafter commence the reinvestment or owing rebuilding process, but in no event shall such additional period extend later than the date that is the earlier of (A) six months after the end of the initial six-month period specified in clause (iv) above or (B) the date on which the Administrative Agent in the exercise of reasonable discretion informs the Borrower that the Administrative Agent believes any such License is not reasonably capable of being obtained by the Borrower; (vi) the Borrower shall diligently proceed with and complete the reinvestment or rebuilding process in accordance with the Reinvestment Notice; and (vii) the Borrower shall provide notice to the Administrative Agent of any material correspondence relating to any required Licenses pursuant to Section 8.4. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned5.7(h), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing The provisions of Sections 2.6(b) and 2.6(c) do not constitute a consent to the consummation of any HUD Debt Disposition not permitted by Section 6.7. (e) Unless the Required Lenders shall otherwise agree, if, as of any HUD Subsidiary in which ECF Calculation Date commencing with the first ECF Calculation Date following the expiration of 180 days after the Substantial Consummation Date, there shall be Excess Cash Flow (as defined in Section 10.15(b)) Flow, then, on the relevant ECF Application Date, the Loans shall be prepaid by an amount equal to 50% of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by Flow, provided that, notwithstanding the HUD Subsidiaries foregoing, in no event shall the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary Borrower be required to make a prepayment pursuant to this Section 2.6(e) relating to any ECF Calculation Period if (and to the extent that) such payment would cause the Borrower’s and its Subsidiaries’ (on an aggregate basis) Cash and Cash Equivalents to be less than $10,000,000 as of the Loans relevant ECF Calculation Date. (until such time f) Unless the Required Lenders shall otherwise agree, if on any date the Administrative Agent shall determine (absent manifest error) pursuant to Section 6.1 or Section 6.3 (as the Loans have been paid in fullcase may be) upon the occurrence of any such refinancing by that the amount that of capital contributions to the cash proceeds Borrower made to cure a violation of Section 6.1 or Section 6.3 (as applicable) exceeds the amount needed to cure such new financing exceeds violation, then the Loans shall be prepaid in an amount equal to the lesser of (i) the entirety of such excess amount of capital contributions and (ii) $500,000. (g) All prepayments of the Debt Loans pursuant to Sections 2.5 and 2.6 shall be repaid applied as follows: (including any prepayment premiumsi) first, yield maintenance payments or other amountsto pay accrued and unpaid interest on, fees or charges and expenses in respect of, the Obligations to be paid on such Debt)the extent then due and payable, and (ii) second, to prepay the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit principal amount of the LendersLoans and other Obligations (if any) any amounts due or owing pursuant then outstanding (and shall be applied to Section 8.4the installments of such Loans in the inverse order of the scheduled maturities of such installments).

Mandatory Prepayments. (a) In connection with any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the Loans until paid in full upon Upon the occurrence of (x) a Casualty Event which, when take together with all other Casualty Events occurring in any fiscal year, results in net insurance proceeds in excess of $500,000 in such fiscal year, or (y) an Asset Sale (not otherwise permitted by Section 9.09) which, when take together with all other such Asset Sales occurring in any fiscal year, results in net sale proceeds in excess of $500,000 in such fiscal year, the following (each Borrower shall make a “Mandatory Prepayment Event”) at mandatory prepayment to the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Lender in an amount equal to 100% of the lesser net insurance or net sale proceeds, as the case may be, received by the Borrower in respect of (A) Net Cash Proceedsthe forgoing, and (B) the appraised Value for such parcel of Borrower’s Real Estate which amount shall be applied as set forth in Section 3.03(c); provided that, so long as no Default shall have occurred and be continuing or shall result therefrom, the applicable Appraisal, orBorrower may use proceeds received in connection with any Casualty Event or Asset Sale, as applicablethe case may be, to acquire or repair fixed or capital assets useful in the mutually agreed upon value set forth in Schedule 6.1.2(a)(iBorrower’s or its Subsidiaries’ businesses, as long as such investment is made within six (6) attached hereto for any parcel months of real estate owned by any HUD Subsidiarysuch Casualty Event or Asset Sale, as the case may be, or nine (9) months of such Casualty Event or Asset Sale, as the case may be, so long as Borrower or its Subsidiaries has entered into a binding contract therefor within six (6) months of the Casualty Event or Asset Sale, as the case may be, in either which case, less (but without duplication) no prepayment is required hereunder. Any term or provision hereof to the contrary notwithstanding, unless the Required Lenders otherwise consent in writing, no Asset Sale is permitted hereunder or under any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the other Loan to Value Ratio is not greater Document other than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing as expressly permitted pursuant to Section 8.49.09. (c) Subject to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection with Subject to the provisions of paragraphs (c), (d), and (e) below, following any Asset Disposition, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment issuance of debt obligations or preferred stock of the Loans until paid in full upon the occurrence Company or any of its Subsidiaries (other than Indebtedness of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred Company or any of its Subsidiaries permitted to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Dispositionbe issued under subsection 9.2), in an amount equal to 100% of the lesser Net Proceeds of such debt or preferred stock issuance shall, unless the Company and the Required Lenders otherwise agree, be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans. (i) Subject to paragraphs (c), (d), and (e) below, following the consummation of any Asset Sale by the Company or any of its Subsidiaries, in the case of cash proceeds, and following receipt of cash proceeds representing payments under notes or other securities received in connection with any non-cash consideration obtained in connection with such Asset Sale, an amount equal to 100% of the Net Proceeds of such Asset Sale shall, unless the Company and the Required Lenders otherwise agree, be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and shall be continuing at the time of such Asset Sale or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Proceeds except to the extent that within 360 days of receipt of such proceeds, they have neither been reinvested in productive assets of a kind then used or usable in the business of the Company and its Subsidiaries nor contractually committed (and any such proceeds not applied to such contractual commitments at the time required shall be deemed to be Net Proceeds to be applied as set forth in this subsection) to be used for such purposes, at which time all such proceeds shall be deemed to be Net Proceeds. (ii) Subject to paragraphs (c), (d), and (e), if for any fiscal year of the Company, commencing with its fiscal year ending on December 31, 2006, (A) Net there shall be Excess Cash ProceedsFlow for such fiscal year, and (B) the appraised Value Secured Leverage Ratio as of the last day of such fiscal year was greater than or equal to 2.5 to 1, then, on or prior to April 30 of the following fiscal year, an amount equal to 50% of such Excess Cash Flow shall be applied, to the prepayment of the Term Loans. (iii) Upon Condemnation Awards or Insurance Proceeds in an amount equal to $2,000,000.00 or more in respect of any event or series of related events being received by or paid to or for such parcel the account of Borrower’s Real Estate set forth the Company or any of its Subsidiaries (other than the first $5,000,000.00 in Condemnation Awards or Insurance Proceeds received by the applicable AppraisalCompany in any fiscal year), or, as applicableand not otherwise included in Section 5.6(a), the mutually agreed Company shall prepay an aggregate principal amount of Term Loans equal to 100% of all Condemnation Awards and/or Insurance Proceeds received therefrom immediately upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned receipt thereof by any HUD the Company or such Subsidiary; provided, in either casehowever, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely that with respect to Asset Dispositions any Insurance Proceeds or Condemnation Awards which constitute Reinvestment Funds, at the election of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan Company (as notified by the Company to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliance. (b) The Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for on or prior to the benefit date of receipt of such Insurance Proceeds or Condemnation Awards), and so long as no Default shall have occurred and be continuing and such funds satisfy the requirements of the Lenders) definition of "Reinvestment Funds", the Company or such Subsidiary may apply within 364 days after the receipt of such cash proceeds to replace or repair the equipment, fixed assets or real property in respect of which such cash proceeds were received; and provided, further, however, that any amounts due cash proceeds not so applied or owing pursuant which fail to Section 8.4satisfy the requirements of the definition of "Reinvestment Funds" shall be immediately applied to the prepayment of the Term Loans. (c) Subject Partial prepayments of the Term Loans pursuant to subsection 5.5 or 5.6 shall be applied to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld or conditioned), the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREAnext four quarterly installments, and (v) is otherwise then to the remaining installments on a pro rata basis, in form each case pro rata as between the Tranche B Term Loans and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfiedAdditional Term Loans, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this Agreementif any. (d) In connection with Upon receipt by the Company or any refinancing of its Subsidiaries of the amounts required to be paid pursuant to clause (i) of paragraph (b) above from any Asset Sale consisting of the sale of shares of capital stock of any HUD Debt Subsidiary of any HUD the Company (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with clause (e) of this subsection 5.6), (1) the Administrative Agent shall release to the Company, without representation, warranty or recourse, express or implied, those of such shares of capital stock of such Subsidiary in which Excess Cash Flow held by it as Pledged Stock (as defined in Section 10.15(b)the Company Pledge Agreement) and (2) the Agents and the Lenders will, upon the request of the HUD Subsidiaries Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such release. (e) In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans exceed the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005Revolving Credit Commitments, the Borrowers Company shall cause such HUD Subsidiary to make a prepayment of the prepay Revolving Credit Loans or Swing Line Loans (until or, if no such time as Loans are outstanding, deposit cash collateral in an account with the Loans have been paid Administrative Agent on terms reasonably satisfactory to the Administrative Agent) in fullan aggregate amount equal to such excess. (f) upon the occurrence of any such refinancing by the amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debt), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers The Company shall remain responsible for and concurrently pay (with any such mandatory prepayment) give the Administrative Agent (for which shall promptly notify each Lender) notice as specified in subsection 5.5 of each prepayment pursuant to subsection 5.5 setting forth the benefit date and amount thereof. Prepayments of Eurodollar Loans pursuant to this subsection 5.6, if not on the last day of the LendersInterest Period with respect thereto, shall, at the Company's option, as long as no Default or Event of Default has occurred and is continuing, be prepaid subject to the provisions of subsection 5.21 or such prepayment (after application to any ABR Loans, in the case of prepayments by the Company) shall be deposited with the Collateral Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Collateral Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds, Insurance Proceeds or Condemnation Awards, as applicable. After such application, any amounts due remaining interest earned on such cash collateral shall be paid to the Company. (g) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or owing pursuant (ii) collateralize the Revolving L/C Obligations with respect to Section 8.4such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent.

Mandatory Prepayments. (a) In connection with Within one (1) Business Day following receipt by any Asset DispositionLoan Party or any Subsidiary of any Net Cash Proceeds of any sale or disposition (other than a sale or disposition permitted by subsections (a) through (e) of Section 9.6) by any Loan Party or any Subsidiary of any of its assets (including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division (unless the Delaware Divided LLC becomes a Loan Party concurrently therewith), but excluding dispositions (i) of inventory in the ordinary course of business and (ii) by a Loan Party or Subsidiary to a Loan Party), or from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrowers shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of the prepay Term Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, in an amount equal to 100% of the lesser of (A) all such Net Cash Proceeds, in each case, to the extent that, (x) except in the case of any Real Estate subject to a Mortgage at the time of such disposition, (1) the aggregate amount of such Net Cash Proceeds received by the Loan Parties and their Subsidiaries exceeds $500,000 in any Fiscal Year (and thereafter only proceeds in excess of such amount shall be subject to the requirements of this Section 3.5(a)) and (B2) such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified in accordance with GAAP) that are used or useful in the appraised Value for business of the Loan Parties and their Subsidiaries, taken as a whole, within 365 days of the date of such parcel sale, disposition or (in the case of Borrower’s a casualty, eminent domain or condemnation event or similar proceeding) receipt of proceeds (it being understood that such prepayment shall be due immediately upon the expiration of the applicable period to the extent such Net Cash Proceeds are not so reinvested); provided that such reinvestment right shall only be available if the Borrowers shall have notified the Administrative Agent of the intention to reinvest such Net Cash Proceeds within five (5) Business Days of the occurrence of the applicable sale, disposition, casualty event or eminent domain, condemnation or similar proceeding; provided further that any Net Cash Proceeds received from the sale or disposition of assets owned by a Loan Party and reinvested pursuant to this clause (x) shall be reinvested in assets owned by a Loan Party, or (y) in the case of any Real Estate set forth subject to a Mortgage at the time of such disposition, such Net Cash Proceeds are not reinvested in real or personal property that constitutes Collateral within 365 days of the date of such sale, disposition or (in the case of a casualty, eminent domain or condemnation event or similar proceeding) receipt of proceeds (it being understood that such prepayment shall be due immediately upon the expiration of the applicable Appraisal, or, as applicable, period to the mutually agreed upon value set forth extent such Net Cash Proceeds are not so reinvested). Any such prepayment shall be applied in Schedule 6.1.2(a)(iaccordance with clause (d) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely with respect to Asset Dispositions of Borrowers, a Senior Officer of Parent shall deliver a Compliance Certificate that shows that the Loan to Value Ratio is not greater than seventy-five percent (75%) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into compliancethis Section 3.5. (b) The Immediately upon the receipt by any Loan Party or any Subsidiary of Net Cash Proceeds of any issuance of Indebtedness (other than Indebtedness permitted under Section 9.1), the Borrowers shall remain responsible for and concurrently pay prepay the Obligations in accordance with clause (with any d) of this Section 3.5 in an amount equal to such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4Net Cash Proceeds. (c) Subject Within five (5) Business Days after the quarterly financial statements have been delivered pursuant to Section 7.1(b), beginning with the Fiscal Quarter ending June 30, 2021, the Borrowers shall prepay the Obligations in accordance with clause (e) of this Section 3.5 by an amount equal to (i) 75% of Consolidated Excess Cash Flow for the most recently completed Fiscal Quarter minus (ii) all voluntary prepayments of Loans during such Fiscal Quarter pursuant to Section 3.4; provided that if the Consolidated Leverage Ratio as of the end of such Fiscal Quarter is less than 4.00:1.00, such percentage shall be reduced to 50% of Consolidated Excess Cash Flow for such Fiscal Quarter. Any such prepayment shall be applied in accordance with clause (d) of this Section 3.5. (d) Any prepayments made by the Borrowers pursuant to clauses (a), (b) or (c) of this Section 3.5 shall be applied as follows: first, to the Administrative Agent’s written consent fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; and second, ratably to the principal balance of the Initial Term Loan and any Incremental Term Loans (which consent shall not be unreasonably delayedunless, withheld or conditioned)in the case of any such Incremental Term Loan, the Borrowers may have any parcel of Real Estate reappraised as reasonably requested at any time as long as any documentation establishing such new appraisal (i) is ordered by Administrative Agent, (ii) is prepared by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense of the Borrowers, (iv) satisfies the requirements of FIRREA, and (v) is otherwise in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal Incremental Term Loan provides for the applicable parcel of Real Estate for purposes of this Agreement. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow (as defined in Section 10.15(b)) of the HUD Subsidiaries in the aggregate at such time a treatment that is less than ratable with the Excess Cash Flow generated by Initial Term Loan), until the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers same shall cause such HUD Subsidiary to make a prepayment of the Loans (until such time as the Loans have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of such Term Loans, and applied to installments of such Term Loans (including the payments due at maturity thereof) upon in inverse order of maturity. In the occurrence event that the Term Loans are repaid in full, no prepayments shall be required pursuant to this Section 3.5. (e) In addition to the amortization payments required by Section 3.1(c) and the other mandatory prepayments required above in this Section 3.5, the Borrower shall repay, not later than September 4, 2021, not less than $11,700,000 of any such refinancing the principal balance of the Initial Term Loan, which payment shall be applied to installments of the Initial Term Loan (including the payment due at maturity thereof) in inverse order of maturity; provided that the principal amount required to be repaid under this Section 3.5(e) shall be reduced by the amount that of any reduction in the cash proceeds aggregate amount required to be maintained in the Restricted Accounts under Section 7.11(c) in accordance with the terms of such new financing exceeds Section 7.11(c) (i) for the avoidance of doubt, the principal amount of the Debt required to be repaid (including under this Section 3.5(e) shall not be less than $10,000,000 in any prepayment premiums, yield maintenance payments or other amounts, fees or charges to be paid on such Debtevent), and (ii) the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant to Section 8.4.

Mandatory Prepayments. (a) In connection Promptly (but in any event within five (5) Business Days) upon receipt by the Issuer or any of its Subsidiaries of Net Cash Proceeds in excess of $1,000,000 in the aggregate during any Fiscal Year from any Prepayment Event, in each case, which Net Cash Proceeds are received (x) at any time after the First Lien Priority Termination Date but prior to the Second Lien Priority Termination Date or (y) after the Discharge of First Lien Obligations (each capitalized term in the preceding clauses (x) and (y), as defined in the First Lien/Second Lien Intercreditor Agreement), or which Net Cash Proceeds were not applied to prepay the First Lien Obligations as a result of the waiver of the obligation to prepay the First Lien Obligations with any Asset Dispositionsuch Net Cash Proceeds by the First Lien Purchasers, the Borrowers Issuer shall make (and, as applicable, shall cause each HUD Subsidiary, to make) a prepayment of prepay the Loans until paid in full upon the occurrence of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): (i) Concurrently with consummation of any Asset Disposition, Obligations in an amount equal to 100% of the lesser of (A) such excess Net Cash Proceeds, and (B; provided that no prepayment under this Section 2.9(a) the appraised Value for such parcel of Borrower’s Real Estate set forth in the applicable Appraisal, or, as applicable, the mutually agreed upon value set forth in Schedule 6.1.2(a)(i) attached hereto for any parcel of real estate owned by any HUD Subsidiary, in either case, less (but without duplication) any Non-Borrower Payment Amounts; and (ii) Solely shall be required with respect to Asset Dispositions Net Cash Proceeds from any Prepayment Event so long as no Default or Event of BorrowersDefault is in existence at the time of receipt of such Net Cash Proceeds and, at the election of the Issuer, to the extent that such proceeds are reinvested in the business of the Issuer or any of its Subsidiaries within 365 days (or 366 days in a Senior Officer leap year) following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of Parent such 365 day (or 366 day in a leap year) period and actually reinvested within 180 days after the date of such binding contract. Any such prepayment shall deliver a Compliance Certificate that shows that be applied in accordance with clause (d) of this Section and shall be subject to the Loan payment of the Prepayment Premium pursuant to Value Ratio is not greater than seventy-five percent clause (75%e) taking into account the Asset Disposition. In the event the Loan to Value Ratio is greater than seventy-five percent (75%) Borrower may elect to prepay the Loan in order to bring the Loan to Value Ratio into complianceof this Section. (b) The Borrowers shall remain responsible for Promptly (but in any event within five (5) Business Days) upon receipt by the Issuer or any of its Subsidiaries of Net Cash Proceeds from any issuance of Indebtedness by the Issuer or any of its Subsidiaries (other than any Indebtedness that is not prohibited to be issued or incurred hereunder), in each case, which Net Cash Proceeds are received (x) at any time after the First Lien Priority Termination Date but prior to the Second Lien Priority Termination Date or (y) after the Discharge of First Lien Obligations (each capitalized term in the preceding clauses (x) and concurrently pay (with any such mandatory prepayment) y), as defined in the Administrative Agent (for First Lien/Second Lien Intercreditor Agreement), or which Net Cash Proceeds were not applied to prepay the benefit First Lien Obligations as a result of the Lenderswaiver of the obligation to prepay the First Lien Obligations with such Net Cash Proceeds by the First Lien Purchasers, the Issuer shall prepay the Obligations in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with clause (d) any amounts due or owing of this Section and shall be subject to the payment of the Prepayment Premium pursuant to Section 8.4clause (e) of this Section. (c) Subject Commencing with the Fiscal Year ending December 31, 2017, no later than ten (10) days after the date on which the Issuer’s annual audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a), (i) to the Administrative Agent’s written consent (which consent shall not be unreasonably delayed, withheld extent that the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year is greater than or conditioned)equal to 3.50:1.00, the Borrowers may have any parcel Issuer shall prepay the Obligations in an amount equal to (x) 50% of Real Estate reappraised Excess Cash Flow for such Fiscal Year minus (y) the aggregate amount of all voluntary prepayments of the Notes and the First Lien Notes made during such Fiscal Year, and (ii) to the extent that the Consolidated Total Net Leverage Ratio as reasonably requested of the last day of such Fiscal Year is less than 3.50:1.00, the Issuer shall prepay the Obligations in an amount equal to 0% of Excess Cash Flow for such Fiscal Year; provided that no Excess Cash Flow prepayment shall be required hereunder other than, (x) at any time after the First Lien Priority Termination Date but prior to the Second Lien Priority Termination Date or (y) after the Discharge of First Lien Obligations (each capitalized term in the preceding clauses (x) and (y), as long as any defined in the First Lien/Second Lien Intercreditor Agreement). Any such new appraisal prepayment shall be applied in accordance with clause (id) is ordered of this Section. Any such prepayment shall be accompanied by Administrative Agent, (ii) is prepared a certificate signed by an independent appraiser approved by the Administrative Agent, (iii) is at the sole cost and expense a Responsible Officer of the BorrowersIssuer, (iv) satisfies certifying in reasonable detail the requirements of FIRREAmanner in which Excess Cash Flow and the resulting prepayment were calculated, and (v) is otherwise which certificate shall be in form and substance reasonably satisfactory to Administrative Agent. If each of the foregoing conditions in this subsection (c) are satisfied, such new appraisal shall replace and supersede the Appraisal for the applicable parcel of Real Estate for purposes of this AgreementRequired Purchasers. (d) In connection with any refinancing of any HUD Debt of any HUD Subsidiary in which Excess Cash Flow Any prepayments made by the Issuer pursuant to clause (as defined in Section 10.15(ba), (b) or (c) of this Section or pursuant to Section 2.8(a) shall be applied as follows: to the HUD Subsidiaries in the aggregate at such time is less than the Excess Cash Flow generated by the HUD Subsidiaries in the aggregate as of April 13, 2005, the Borrowers shall cause such HUD Subsidiary to make a prepayment outstanding principal balance of the Loans (Notes, until such time as the Loans same shall have been paid in full, pro rata to the Purchasers based on their Pro Rata Shares of the Notes. (e) upon the occurrence of In connection with any such refinancing prepayment made by the Issuer pursuant to clause (a) or (b) of this Section, the Issuer shall pay the applicable Prepayment Premium with respect to the principal amount that the cash proceeds of such new financing exceeds (i) the amount of the Debt to be repaid (including so prepaid. In connection with any prepayment premiums, yield maintenance payments or other amounts, fees or charges made by the Issuer pursuant to be paid on such Debtclause (a), and (iib) or (c) of this Section, the transaction fees and expenses actually incurred, in connection with such refinancing transaction. Borrowers Issuer shall remain responsible for and concurrently pay (with any such mandatory prepayment) the Administrative Agent (for the benefit of the Lenders) any amounts due or owing pursuant under Section 2.16 with respect to Section 8.4the principal amount so prepaid.