Common use of Mandatory Prepayment Clause in Contracts

Mandatory Prepayment. The Borrower shall prepay Advances in an amount equal to 100% of the aggregate principal amount of proceeds received by the Borrower or any of its Subsidiaries (i) from the incurrence of any Indebtedness or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate).

Mandatory Prepayment. (i) The Borrowers will immediately prepay the Revolving Credit Loans at any time when the aggregate principal amount of all Revolving Credit Loans plus the outstanding LC Exposure exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Credit Loans or LC Exposure are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Credit Loans and LC Exposure outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c)(i), the LC Exposure is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and if no Event of Default shall have occurred and be continuing, all or a portion of such cash collateral shall be returned to the Borrowers at such time as the LC Exposure plus the aggregate principal amount of all outstanding Revolving Credit Loans no longer exceeds the then current Borrowing Base. (ii) On each Business Day the Administrative Agent shall apply all funds transferred to or deposited in the Administrative Agent's Account that are Available Funds, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Credit Loans; provided that, if no Revolving Credit Loans remain outstanding after the application of such funds to repay any outstanding Revolving Credit Loans, the Borrowers shall be permitted to use the funds received in the Administrative Agent's Account or any other account subject to the control of the Administrative Agent for general corporate and working capital purposes of the Loan Parties and their Subsidiaries subject to Section 6.01(t). In addition, if on any Business Day (x) the closing balance of cash and cash equivalents on deposit in bank accounts (after deducting the amount of all outstanding checks) plus (y) investments in money market funds and Securities Accounts whose assets are substantially comprised of securities that consist of cash equivalents of the Domestic Loan Parties and their Domestic Subsidiaries (in each case other than (i) the funds on deposit in the Excluded Deposit Accounts (as defined in the Security Agreement, (ii) funds on deposit in the Senior Secured Priority Accounts; provided that such amounts are held and applied in accordance with the Senior Secured Notes Indenture and the Intercreditor Agreement and (iii) Net Cash Proceeds which are required to be applied to the prepayment of the Loans in accordance with Section 2.05(c)) exceeds $4,000,000 in the aggregate, the Borrowers shall prepay the Revolving Credit Loans in the amount of such excess no later than 12:00 noon (New York City Time) on the immediately succeeding Business Day. It is understood and agreed that, upon prior written notice to the Administrative Agent received by Administrative Agent no later than 9:00 a.m. (New York City Time) on the date that a prepayment pursuant to the second sentence of this Section 2.05(c)(ii) is due, no such prepayment shall be required if the Administrative Borrower reasonably believes that such prepayment will be in the amount of less than $100,000 after giving effect to disbursements to third parties to be made prior to 12:00 noon (New York City Time) on the date such prepayment is due. Upon request of the Administrative Agent, the Administrative Borrower shall promptly provide to the Administrative Agent a list of such third parties and amounts of such disbursements. (iii) Upon any Disposition by any Loan Party or any of its Domestic Subsidiaries, the Borrowers shall promptly (and, in no event, later than one (1) Business Day after any such Disposition) prepay Advances the Loans in an amount equal to 100% of the aggregate principal amount of proceeds Net Cash Proceeds received by the Borrower such Person in connection with such Disposition. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries (i) from the incurrence to make a Disposition of any Indebtedness asset or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced property other than in accordance with Section 7.02(c). Any payments required to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment made under this subsection (c): c)(iii) shall be applied as set forth in Section 2.05(d). (iiv) Upon the proceeds of issuance or incurrence by any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower Loan Party or any of its Domestic Subsidiaries of any Indebtedness (other than Permitted Indebtedness), or the sale or issuance by the Administrative Borrower of any shares of its Capital Stock, in each case, other than issuances contemplated by the Mizuho/Glencore Transactions, the Borrowers shall promptly (and, in any no event, later than one (1) Business Day after any such issuance or incurrence) prepay the outstanding amount of the Loans in an aggregate principal amount not to exceed equal to, (x) in the aggregate principal case of a "Rights Offering" (as such term is defined in the Mizuho/Glencore Transaction Documents), the lesser of (1) 65% of the Net Cash Proceeds received by such Person in connection therewith and (2) the Net Cash Proceeds received by such Person in connection therewith minus the lesser of (A) $31,500,000 and (B) the amount of such Net Cash Proceeds used to redeem preferred stock in accordance with the Mizuho/Glencore Transaction Documents and (y) in all other Indebtedness and with a maturity no earlier than cases, 100% of the Commitment Termination DateNet Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such issuance, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan incurrence or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued sale otherwise prohibited by the Borrower terms and conditions of this Agreement. Any payments required to be made under this subsection (c)(iv) shall be applied as set forth in Section 2.05(d). 39 (v) Upon the receipt by any Loan Party or any of its Domestic Subsidiaries or advances of any Extraordinary Receipts, the Borrowers shall promptly (and in no event, later than one (1) Business Day after the receipt thereof) prepay the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Extraordinary Receipts. Any payments required to be made under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 this subsection (each, c)(v) shall be applied as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million set forth in the aggregate) or CP&L (not to exceed $400 million in the aggregateSection 2.05(d). (vi) [Reserved]. (vii) [Reserved]. (viii) Immediately upon the receipt of a Foreign Insurance Repayment, the Borrowers shall pay to the Administrative Agent an amount equal to such Foreign Insurance Repayment to be applied to the outstanding principal amount of the Loans. Any payments required to be made under this subsection (c)(viii) shall be applied as set forth in Section 2.05(d). (ix) Immediately prior to the making of any payment in cash by any Loan Party in respect of its guaranties of the Indebtedness of any Foreign Subsidiary, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to the amount of such payment. Any payments required to be made under this subsection (c)(ix) shall be applied as set forth in Section 2.05(d).

Mandatory Prepayment. (A) The Borrower Borrowers will, at any time, immediately prepay the Revolving Loans when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess; provided, however, that if any prepayment of any Eurodollar Rate -------- ------- Loan is made by the Borrowers other than on the last day of an Interest Period for such Revolving Loan, the Borrowers shall also pay any amounts owing pursuant to Section 2.10. On each day that any Revolving Loans or ------------ Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrowers have complied with the first sentence of clause (i)(A) of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than --------------- the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess with respect to undrawn Standby Letters of Credit and 107% of such excess with respect to Documentary Letters of Credit and, provided that no Event of Default shall -------- have occurred and be continuing, such cash collateral amount shall be returned to the Borrowers at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (C) The Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason; provided, however, that if any prepayment of any Eurodollar Rate Loan is -------- ------- made by the Borrowers other than on the last day of an Interest Period for such Revolving Loan, the Borrowers shall also pay any amounts owing pursuant to Section 2.10. ------------ (ii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans; provided, that, (A) -------- such funds shall be applied to the outstanding principal amount of the Term Loan A and/or the Term Loan B (x) in the absence of a continuing Event of Default, to the extent such application is specifically provided for in Section 2.05(d), and (y) during the existence of an Event of Default, in --------------- accordance with Section 5.04(b), and (B) if no Revolving Loans remain --------------- outstanding after the application of such funds to repay any outstanding Revolving Loans, such funds are not required to be applied to the Term Loan A and the Term Loan B pursuant to clause (A) of this proviso and no Event of Default has occurred and is continuing, the remaining funds received in the Administrative Agent's Account shall, within one (1) Business Day, be returned by the Administrative Agent to the Borrowers; provided, further, -------- ------- that if any prepayment of any Eurodollar Rate Loan is made by the Borrowers other than on the last day of an Interest Period for such Revolving Loan, the Borrowers shall also pay any amounts owing pursuant to Section 2.10. ------------ (iii) Immediately upon any Disposition by any Loan Party or its Subsidiaries (other than a Disposition of assets of Solutia Europe or any of its Subsidiaries), the Borrowers shall prepay Advances the outstanding principal amount of the Loans in an amount equal to 100% of the aggregate principal amount of proceeds Net Cash Proceeds received by such Person in connection with such Disposition. Nothing contained in this clause (iii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition (including, without limitation, a Disposition of assets of Solutia Europe or any of its Subsidiaries) of any property other than in accordance with Section 8.02(c). --------------- Any payments required to be made under this clause (iii) shall be applied as set forth in Section 2.05(d). --------------- (iv) Upon the Borrower receipt by any Loan Party or any of its Subsidiaries (iother than by Solutia Europe or any of its Subsidiaries) from the incurrence of any Indebtedness Extraordinary Receipts after the Facility Effective Date, the Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under this clause (iv) shall be applied as set forth in Section 2.05(d). --------------- (v) Simultaneously with the receipt by any Loan Party or any of its Subsidiaries (other than by Solutia Europe or any of its Subsidiaries) of any tax refund or the issuance proceeds of any equity securities by judgment, settlement or other consideration of any kind in connection with any cause of action arising under the Borrower Bankruptcy Code or any such Subsidiary and otherwise (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3including Avoidance Actions), the S&P Rating is reduced Borrowers shall prepay the outstanding principal amount of the Loans in an amount equal to lower than BBB- or 100% of the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale net proceeds received. Any payments required to be made under this clause (v) shall be applied as set forth in Section 2.05(d). --------------- (vi) If any Loan Party receives a return of any assets cash collateral pledged by it to support letters of Borrower credit or any Subsidiary other similar credit instruments (other than with respect to the letters of credit described on Part III of Schedule 3.01(l)), the Borrowers shall prepay the ---------------- outstanding principal amount of the Loans in excess an amount equal 100% of such cash. Any payments required to be made under this clause (vi) shall be applied as set forth in Section 2.05(d). --------------- (vii) Notwithstanding the foregoing, (A) in connection with a Disposition under clause (iii) of this Section 2.05(c) --------------- or receipt of insurance proceeds or condemnation awards pursuant to clause (iv) of this Section 2.05(c), up to $25,000,000 5,000,000 in the aggregate in any fiscal year --------------- 12-month period of the Borrower. Notwithstanding Net Cash Proceeds from such Disposition and Extraordinary Receipts from such insurance proceeds or condemnation awards, as the foregoingcase may be, proceeds of the following shall be excluded from the calculation of received by any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower Loan Party or any of its Subsidiaries andin connection therewith shall not be required to be applied to the prepayment of the Loans on such date to the extent such proceeds are used to replace, repair or restore the properties or assets used in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower Loan Party's or any of its Subsidiaries Subsidiaries' business in respect of which such Net Cash Proceeds or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (eachExtraordinary Receipts, as amended from time the case may be, were paid, provided that, (x) no -------- Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds or such Extraordinary Receipts, (y) the Administrative Borrower delivers a certificate to timethe Agents within five (5) days after such Disposition or ten (10) days after the date of such loss, destruction or taking, as the case may be, stating that such proceeds shall be used to replace, repair or restore any such properties or assets to be used in any Loan Party's or any of its Subsidiaries' business within a period specified in such certificate not to exceed 90 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended) and (z) such proceeds are deposited in an account subject to the sole dominion of the Administrative Agent; and if all or any portion of such proceeds not so applied to the prepayment of the Loans are not used in accordance with the preceding sentence within the period specified in the relevant certificate furnished pursuant hereto or there shall occur a Default or Event of Default, such remaining portion shall be applied to the Loans as required by clause (iii) or (iv) long term indebtedness issued by Florida Power (not to exceed $450 million of this Section 2.05(c), as applicable, on the last day of such specified period or --------------- immediately, in the aggregatecase of a Default or Event of Default; and (B) the Borrowers shall not be required to make a prepayment under clause (iii) or CP&L (not iv) of this Section 2.05(c) (other than with respect to exceed $400 million any event described --------------- in clause (iii) or (iv) of this Section 2.05(c) for which the Loans would be --------------- required to be prepaid under Section 2.05(d) in the aggregateabsence of this clause --------------- (B), to the extent of the required prepayment to the Loans), unless the aggregate amount of Net Cash Proceeds received as a result of the events described in such Sections exceeds $2,500,000 and any such required prepayment under such Sections shall be limited to the Net Cash Proceeds and Extraordinary Receipts, net of any reasonable expenses incurred in connection with such Extraordinary Receipts, exceeding $2,500,000.

Mandatory Prepayment. (i) The Borrower Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds any of the limits set forth in Section 2.01(b)(i) to the full extent of such excess. On each day that any Revolving Loans or Letters of Credit are requested by the Borrowers, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as set forth in the Borrowing Base Certificate most recently delivered to the Agents equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations are greater than the then current Borrowing Base, the Borrowers shall provide Cash Collateral equal to such excess to the Administrative Agent, which Cash Collateral shall be, returned to the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loan, accompanied by the payment of the Applicable Prepayment Premium, if any, in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Loans in accordance with the terms of this Agreement. (iv) Within ten days of the delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2018 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrowers shall, prepay the outstanding principal amount of the Loans in accordance with clause (d) below in an amount equal to the result of (to the extent positive) (1) 50% of the Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, minus (2) the aggregate principal amount of all payments made by the Borrowers pursuant to Section 2.05(b) for such Fiscal Year (in the case of payments made by the Borrowers pursuant to Section 2.05(b)(i), only to the extent that the Total Revolving Credit Commitment is permanently reduced by the amount of such payments). (v) Subject to clause (viii) below, within three (3) Business Days after (x) any Disposition (excluding Dispositions permitted under clauses (a), (b), (c), (e), (f), (g), (h), (j) and (k) of the definition of Permitted Dispositions) by any Loan Party or its Subsidiaries or (y) the receipt of any proceeds in respect of the Denville Earn-out by any Loan Party or its Subsidiaries, the Borrowers shall prepay Advances the outstanding principal amount of the Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition or the Denville Earn-out, as applicable, in the case of such Dispositions to the extent that the aggregate principal amount of proceeds Net Cash Proceeds received by the Borrower Loan Parties (and not paid to the Administrative Agent as a prepayment of the applicable Loans) shall exceed $500,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(v) shall permit any Loan Party or any of its Subsidiaries (i) from the incurrence to make a Disposition of any property other than in accordance with Section 7.02(c)(iii). (vi) Within one (1) Business Day of any Loan Party or any of its Subsidiaries' receipt of the Net Cash Proceeds from any issued or incurred Indebtedness (other than Permitted Indebtedness), or the upon an Equity Issuance including any issuance of Permitted Cure Equity (other than any equity securities Excluded Equity Issuances), the Borrowers shall prepay the outstanding amount of the Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(vi) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the Borrower or any such Subsidiary terms and conditions of this Agreement. (iivii) if at any time the ▇▇▇▇▇’▇ Rating is reduced Subject to lower than Baa3clause (viii) below, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year within three (3) Business Days of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of receipt by any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower Loan Party or any of its Subsidiaries and, of any Extraordinary Receipts in an amount exceeding $250,000 in any eventFiscal Year, the Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (d) below an aggregate principal amount equal to 100% of the Net Cash Proceeds in excess of $250,000 received by such Person in connection therewith. (viii) Notwithstanding the foregoing, the Borrowers shall not be required to make a prepayment otherwise required pursuant to Section 2.05(c)(v) or Section 2.05(c)(vii) with Reinvestment Eligible Funds so long as: (I) if the receipt of Reinvestment Eligible Funds did not arise from a disposition of or a casualty or condemnation of any property or assets, such Reinvestment Eligible Funds shall be used to replace, repair or restore properties or assets constituting property, plant or equipment, (II) no Default or Event of Default has occurred and is continuing on the date such Person receives such Reinvestment Eligible Funds, (III) the Borrowing Agent notifies the Administrative Agent (the "Reinvestment Notice") within 10 days after such Disposition or loss (the "Reinvestment Period") of the intent of the applicable Person to use such Reinvestment Eligible Funds to purchase, replace, repair or restore properties or assets used in such Person's business within a period specified in such certificate not to exceed 180 days after the aggregate principal amount date of receipt of such other Indebtedness Reinvestment Eligible Funds and (IV) such Reinvestment Eligible Funds are deposited in a Controlled Deposit Account; provided that, if all or any portion of such Reinvestment Eligible Funds are not used in accordance with a maturity no earlier than this Section 2.05(c)(viii) within the Commitment Termination Dateperiod specified in the Reinvestment Notice, (ii) equity securities issued pursuant the remaining portion shall be applied to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by prepay the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million Obligations in the aggregateaccordance with Section 2.05(c)(v) or CP&L (not to exceed $400 million in the aggregate)Section 2.05(c)(vii) as applicable.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Company, the Partnership or GGP, Inc. merges or consolidates with another Person and the Company, the Partnership or GGP, Inc., as applicable, is not the surviving entity (provided that nothing herein or in any other Loan Document shall prohibit a merger between the Company and the Partnership, regardless of which entity is the surviving entity, so long as contemporaneously with such merger the surviving Borrower shall prepay Advances assume the non-surviving Borrower's obligations under the Loan Documents pursuant to documentation in an amount equal form and substance reasonably satisfactory to 100% of the aggregate principal amount of proceeds received by Requisite Lenders), or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures or conveyances exceeds twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Subsidiaries exceeds twenty-five percent (25%) of the then Capitalization Value, or (iv) the Management Company ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Borrower has an ownership interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the "PREPAYMENT DATE"), the Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be reborrowed. As used in this SECTION 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Subsidiaries, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3mortgages secured by Real Property, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s (iii) sales or S&P, from the sale conveyances of any assets of Borrower Securities representing interests in or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof obligations of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under Minority Holdings in connection with the Borrower’s Revolving Credit Agreement dated August 5acquisition of interests in Real Property, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and or (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) sales or CP&L (not to exceed $400 million in the aggregate)conveyances of non-mall assets of Price Development Company, Limited Partnership and its Subsidiaries.

Mandatory Prepayment. The (i) If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) within any twelve (12) month period, the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures or conveyances exceeds twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Subsidiaries exceeds twenty percent (20%) of the then Capitalization Value, or (iv) the Management Company ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Borrower has an ownership interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d)(i) may not be reborrowed. As used in this Section 4.1(d)(i) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Subsidiaries, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3mortgages secured by Real Property, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s (iii) sales or S&P, from the sale conveyances of any assets of Borrower Securities representing interests in or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof obligations of the Borrower or any newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of its Subsidiaries and, interests in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, Real Property. (ii) equity securities issued pursuant If an Event of Default shall occur under Section 10.12(e) hereof and for so long as it shall be continuing, then, in addition of all other rights and remedies of the Administrative Agent and the Lenders hereunder in respect of such Event of Default, the Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to pay or prepay, as the case may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of External Revenues, nor any demand therefor or acceptance thereof by the Administrative Agent, the Lenders or any other lender, shall result in any waiver, release, limitation or impairment of any Obligation of the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase or of any right, remedy or recourse of the Administrative Agent and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Planthe Lenders, (iii) commercial paper issued by the Borrower or any in connection with such Event of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Default.

Mandatory Prepayment. (1) Subject to clause 6.8, after the expiry of the Tranche 3 Availability Period, the Borrower will apply on a semi-annual basis towards the repayment of the Facility, without limitation, all of the Excess Cash Flow for the preceding 6 month period which is in excess of half of the Excess Cash Flow projected in the Business Plan to be generated in the 12 month period of which the relevant semi-annual period forms part. The Borrower amount to be prepaid will be calculated by the Facility Agent on receipt of the audited semi-annual Accounts. (2) If any member of the Group or any of the assets, business or undertaking of any member of the Group (except in respect of those assets, business or undertakings of Chippawa and ▇▇▇▇▇ which are not owned by any member of the Group) are disposed of, the Borrower, unless the Majority Banks shall prepay Advances otherwise consent in writing, shall apply, or shall procure that there shall be applied, forthwith an amount equal to 100% the Net Proceeds arising from the disposal, in or towards prepayment of the Utilisations in accordance with clause 6, provided that the foregoing shall not apply to Net Proceeds arising from: (1) a disposal of trading stock in the ordinary course of trading; or (2) a disposal of assets not constituting trading stock which are to be replaced by other assets being acquired for use for like purposes and are so replaced within 3 months of the date of such disposal (save to the extent the Net Proceeds exceed the acquisition cost of those other assets); or (3) any disposal the consideration for which, when taken together with the consideration for any related disposals or recoveries, does not exceed $500,000 unless or until the aggregate principal amount thereof exceeds $5,000,000 in any 12 month period. (3) At any time during the term of proceeds received by the Facility, the Borrower or any of its Subsidiaries (i) from the incurrence must apply in prepayment of any Indebtedness or Advances outstanding at the issuance time all of any equity securities by the Borrower or any such Subsidiary and proceeds (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation replacement costs) of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance property or casualty insurance, other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)business interruption insurance.

Mandatory Prepayment. If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrower Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments. Promptly upon any voluntary or involuntary disposition (including as a result of a casualty or condemnation but excluding dispositions under clauses (a) through (g), (i), (l) and (n) of the definition of Permitted Dispositions) by GLDD or any other Credit Party, Borrowers shall prepay Advances the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100% %) of the aggregate principal amount of proceeds Net Cash Proceeds received by the Borrower such Person in connection with such disposition. Nothing contained in this Section 2.20(b) shall permit GLDD or any of its Subsidiaries (i) from to make a disposition of any property other than in accordance with Section 7.1. Promptly upon the issuance or incurrence by GLDD or any other Credit Party of any Indebtedness (other than Permitted Indebtedness), or the upon an issuance of Equity Interests by GLDD or any equity securities other Credit Party (other than any Excluded Equity Issuance), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the Borrower terms and conditions of this Agreement. Promptly upon the receipt by GLDD or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale other Credit Party of any assets Extraordinary Receipts, Borrowers shall prepay the outstanding principal of Borrower the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by GLDD or any Subsidiary other Credit Party in excess connection with a disposition (including as a result of a casualty or condemnation) that are otherwise required to be used to prepay the Obligations pursuant to Section 2.20(b)(ii), up to $25,000,000 30,000,000 in the aggregate in any fiscal year of the BorrowerNet Cash Proceeds from all such dispositions shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets that were the subject of such disposition with like assets, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) Borrowing Agent delivers a certificate to Agent within ten (10) days after such disposition stating that such Net Cash Proceeds shall be used to so replace, repair or restore properties or assets as provided above within a period not to exceed three hundred sixty five (365) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) if a Cash Dominion Period is in effect, such Net Cash Proceeds are deposited and maintained in a Controlled Account and (D) upon the earlier of (1) the expiration of the three hundred sixty five (365) day period pursuant to clause (B) above or (2) the occurrence and during the continuance of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.20(b)(ii). Each prepayment pursuant to Section 2.20(b)(ii), (iii) and (iv) shall be applied, first, to the Swing Loans and Revolving Advances, until paid in full (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)), until paid in full, and second, to Cash Collateralize the Letters of Credit (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)); provided, that if an Application Event has occurred and is continuing and funds are to be applied pursuant to Section 11.5, such payments shall be applied in respect of the Obligations in accordance with Section 11.5. Notwithstanding the foregoing, proceeds Net Cash Proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, events described in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership PlanSections 2.20(b)(ii), (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power may be applied to the Second Lien Loan to the extent that such Net Cash Proceeds are applied, first, to the Obligations under this Section 2.20 in accordance with Section 2.13(j) of the Second Lien Credit Agreement (not to exceed $450 million as in effect on the aggregate) or CP&L (not to exceed $400 million in the aggregateAmendment No. 1 Closing Date).

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) the Borrower merges or consolidates with another Person and the Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Subsidiaries exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases 35 37 to provide property management and leasing services to 33% of the total number of Shopping Centers in which the Borrower has an ownership interest (the date any such event shall occur being the "Prepayment Date"), the Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay Advances ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) sales or conveyances among Borrower and any Consolidated Subsidiaries, or (ii) mortgages secured by Real Property. (ii) On or before June 24, 1999, Borrower shall be required to prepay the Loans in an amount equal to 100% $450,000,000. In addition, on or before March 24, 2000, Borrower shall be required to prepay the Loans in an additional amount equal to $450,000,000. The Borrower shall immediately make such prepayment together with interest accrued to the date of the aggregate prepayment on the principal amount prepaid. In connection with the prepayment of proceeds received by any Loan prior to the maturity thereof, the Borrower or shall also pay any of its Subsidiaries (i) from applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the incurrence of any Indebtedness or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year Loans of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, Lenders. (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time Amounts prepaid pursuant to timethis Section 4.1(d) and (iv) long term indebtedness issued by Florida Power (may not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)be reborrowed.

Mandatory Prepayment. The (a) At any time after the Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower pursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, promptly upon receipt of the Net Cash Proceeds from any Asset Sale or sale/leaseback transaction with respect to the Borrower's or its Subsidiaries' motor vehicles, or receipt of any insurance proceeds with respect to properties or assets of the Borrower or any of its Subsidiaries, the Borrower shall prepay Advances the Loans in accordance with Section 2.9(c) in an amount equal to 100% of the amount by which aggregate principal Net Cash Proceeds received from such Asset Sales or insurance proceeds during any twelve month period exceeds five percent of the Borrower's Consolidated Net Worth, and 100% of the amount of proceeds Net Cash Proceeds received by from any such sale/leaseback transaction. (b) At any time after the Senior Debt is repaid in full, the Senior Lenders have no obligations to make further loans to the Borrower pursuant to the Senior Credit Agreement and all letters of credit issued pursuant to the Senior Credit Agreement have been cash secured on a dollar for dollar basis, except as expressly set forth in this Section 2.9(b), if the Borrower or any of its Subsidiaries (i) receives Net Cash Proceeds from the incurrence of any Indebtedness or the issuance of Capital Stock to any equity securities by Person, and if at such time, the Leverage Ratio equals or exceeds 3.50 to 1.00 (based on the most recent financial information in Agent's possession at the time of such determination), the Borrower or any such Subsidiary and (iishall prepay the Loans in accordance with Section 2.9(c) if at any time the ▇▇▇▇▇’▇ Rating is reduced in a principal amount equal to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year 50% of the Borroweramount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $2,000,000. Notwithstanding the foregoing, proceeds of the following prepayment described above shall not be excluded from the calculation of any mandatory prepayment under this subsection (c): required in connection with (i) an issuance of Capital Stock to First Reserve and (ii) an issuance of Capital Stock made by April 30, 2006 to any other Person who has made material investments in, or otherwise has long-term experience in managing companies in, the proceeds Borrower's industry so long as the aggregate Net Cash Proceeds received from such issuances pursuant to clause (ii) of any Indebtedness that is used this sentence does not exceed $20,000,000; provided, that, if the aggregate Net Cash Proceeds received from such issuances pursuant to refinance other Indebtedness outstanding on clause (ii) of this sentence does exceed $20,000,000, the date hereof Borrower shall prepay the Loans in accordance with Section 2.9(c) in a principal amount equal to 50% of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness excess. (c) Any prepayment made under Sections 2.9(a) or (b) shall (i) be applied first to accrued interest and with a maturity no earlier than the Commitment Termination Date, remainder to principal and (ii) equity securities issued pursuant not be subject to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million minimum payment provisions contained in the aggregate) or CP&L (not to exceed $400 million in the aggregate)this Agreement.

Mandatory Prepayment. If on any Computation Date, the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit exceeds Availability, then Agent shall notify Borrower of the same. The Borrower Borrowers shall pay or prepay one (1) Business Day after receiving such notice such that the aggregate balance of Revolving Advances plus Swing Loans plus the Dollar Equivalent of the Maximum Undrawn Amount of all outstanding Letters of Credit does not exceed Availability after giving effect to such payments or prepayments. Promptly upon any voluntary or involuntary disposition (including as a result of a casualty or condemnation but excluding dispositions under clauses (a) through (g), (i), (l) and (n) of the definition of Permitted Dispositions) by GLDD or any other Credit Party, Borrowers shall prepay Advances the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100% %) of the aggregate principal amount of proceeds Net Cash Proceeds received by the Borrower such Person in connection with such disposition. Nothing contained in this Section 2.20(b) shall permit GLDD or any of its Subsidiaries (i) from to make a disposition of any property other than in accordance with Section 7.1. Promptly upon the issuance or incurrence by GLDD or any other Credit Party of any Indebtedness (other than Permitted Indebtedness), or the upon an issuance of Equity Interests by GLDD or any equity securities other Credit Party (other than any Excluded Equity Issuance), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.20(b) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the Borrower terms and conditions of this Agreement. Promptly upon the receipt by GLDD or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale other Credit Party of any assets Extraordinary Receipts, Borrowers shall prepay the outstanding principal of Borrower the Obligations in accordance with clause (c) below in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection therewith. Notwithstanding the foregoing, with respect to Net Cash Proceeds received by GLDD or any Subsidiary other Credit Party in excess connection with a disposition (including as a result of a casualty or condemnation) that are otherwise required to be used to prepay the Obligations pursuant to Section 2.20(b)(ii), up to $25,000,000 30,000,000 in the aggregate in any fiscal year of the BorrowerNet Cash Proceeds from all such dispositions shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to replace, repair or restore properties or assets that were the subject of such disposition with like assets, provided that, (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) Borrowing Agent delivers a certificate to Agent within ten (10) days after such disposition stating that such Net Cash Proceeds shall be used to so replace, repair or restore properties or assets as provided above within a period not to exceed three hundred sixty five days (365) days after the date of receipt of such Net Cash Proceeds (which certificate shall set forth estimates of the Net Cash Proceeds to be so expended), (C) if a Cash Dominion Period is in effect, such Net Cash Proceeds are deposited and maintained in a Controlled Account and (D) upon the earlier of (1) the expiration of the three hundred sixty five (365) day period pursuant to clause (B) above or (2) the occurrence and during the continuance of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.20(b)(ii). Each prepayment pursuant to Section 2.20(b)(ii), (iii) and (iv) shall be applied, first, to the Swing Loans and Revolving Advances, until paid in full (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)), until paid in full, and second, to Cash Collateralize the Letters of Credit (with, if an Event of Default exists and the Required Lenders so elect, a corresponding permanent reduction in the Revolving Commitments (and corresponding reduction in the Maximum Revolving Advance Amount)); provided, that if an Application Event has occurred and is continuing and funds are to be applied pursuant to Section 11.5, such payments shall be applied in respect of the Obligations in accordance with Section 11.5. Notwithstanding the foregoing, proceeds Net Cash Proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, events described in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership PlanSections 2.20(b)(ii), (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power may be applied to the Second Lien Loan to the extent that such Net Cash Proceeds are applied, first, to the Obligations under this Section 2.20 in accordance with Section 2.13(j) of the Second Lien Credit Agreement (not to exceed $450 million as in effect on the aggregate) or CP&L (not to exceed $400 million in the aggregateAmendment No. 1 Closing Date).

Mandatory Prepayment. (A) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances 52 exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. (B) The Borrower shall prepay Advances (i) on the first anniversary of the Closing Date, an amount equal to that, if any, required to reduce the outstanding Loans and Letter of Credit Obligations to an amount equal to sixty six and two-third percent (66 2/3%) of the aggregate Commitments as of the Closing Date, and (ii) on the eighteen (18) month anniversary of the Closing Date, an amount equal to that, if any, required to reduce the outstanding Loans and Letter of Credit Obligations to an amount equal to thirty three and one-third percent (33 1/3%) of the aggregate Commitments as of the Closing Date. (C) Within ten (10) Business Days after receipt of any Net Bond Proceeds after the Initial Funding Date, the Borrower shall prepay the Loans (other than the Loans attributable to the Special Tranche in the case of any Net Bond Proceeds to be paid prior to the first anniversary of the Closing Date) in an amount equal to 100% fifty percent (50%) of the aggregate principal amount Net Bond Proceeds. (D) In connection with the prepayment of proceeds received by any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be reborrowed, and all Commitments shall be reduced ratably, except as specifically set forth in SECTION 2.1(a). As used in this SECTION 4.1(d) only, the phrase "sells, transfers, assigns or any of its Subsidiaries conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Businesses, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. The If at any time from and after the Closing -------------------- Date: (i) the Borrower shall prepay Advances merges or consolidates with another Person in an amount equal to 100% violation of the aggregate principal amount of proceeds received by Section 10.7 hereof, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Subsidiaries Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the "Prepayment Date"), the Borrower shall be --------------- required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the -------------- Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be -------------- reborrowed. As used in this Section 4.1(d) only, the phrase "sells, transfers, -------------- assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Businesses, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. (i) The Borrower Borrowers will immediately prepay the Revolving Loans at any time when the aggregate principal amount of all Revolving Loans plus the outstanding amounts of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrowers have complied with the first sentence of this Section 2.05(c), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in the amount of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrowers at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrowers will immediately prepay the outstanding principal amount of the Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Payment Office, to the payment, in whole or in part, of the outstanding Revolving Loans. (iv) Immediately upon any Disposition by any Loan Party, the Borrowers shall prepay Advances the outstanding principal of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Loan Party in connection with such Disposition to the extent that the aggregate principal amount of Net Cash Proceeds received by all Loan Parties (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $5,000,000 for all such Dispositions since the Effective Date. (v) Upon the loss, destruction or taking by condemnation of any Priority Collateral, and subject to any payments or reinvestment required by the holders of any Permitted Lien on such Priority Collateral, which Permitted Lien is senior to the Lien of the Collateral Agent on such Priority Collateral, the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to 100% of the net proceeds received by the Borrower or any of its Subsidiaries (i) from the incurrence Loan Party in connection therewith, net of any Indebtedness reasonable expenses incurred in collecting such net proceeds; PROVIDED, THAT, that (x) except during the continuance of a Default or the issuance an Event of any equity securities by the Borrower or Default, any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is net proceeds not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 (1) in the aggregate case of properties or assets of VP Buildings, $1,000,000 or (2) in the case of properties or assets of any fiscal year other Loan Party, $10,000,000, for any one occurrence shall not be required to be applied to the prepayment of the Borrower. Notwithstanding Loans to the foregoingextent such net proceeds are used, proceeds at the election of the following Parent, to replace or restore the properties or assets in respect of which such proceeds were paid if the Parent delivers a certificate to the Collateral Agent on or prior to such date stating that such proceeds shall be excluded from used to replace or restore any such properties or assets within a period specified in such certificate not to exceed 90 days after the calculation date of receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended), (y) such proceeds shall remain in a cash collateral or securities accounts under the dominion and control of the Collateral Agent until applied in accordance with the preceding clause (x), and (z) if all or any portion of such proceeds not so applied to the prepayment of the Loans are not so used within the period specified in the relevant certificate furnished pursuant to clause (x) above, such remaining portion shall be applied to the prepayment of the Loans on the last day of such specified period. (vi) Simultaneously with the receipt by any Loan Party of any mandatory prepayment under this subsection (c): (i) tax refund or the proceeds of any Indebtedness that is used judgment, settlement or other consideration of any kind in connection with any causes of action arising under the Bankruptcy Code or otherwise (other than Avoidance Actions), the Borrowers shall prepay the outstanding principal of the Loans in an amount equal to refinance 100% of the net proceeds received. (vii) If Cash and Cash Equivalents on hand of the Loan Parties exceeds $40,000,000 (excluding the Excluded Assets and the amounts deposited into the Collection Accounts) for any period of two (2) consecutive Business Days, the Borrowers shall, on the second Business Day thereof, prepay the outstanding Revolving Loans in an amount equal to 100% of such excess amount. (viii) Without limiting any other Indebtedness outstanding provision of this Agreement or any other Loan Document permitting or requiring prepayment of the Loans in whole or part, the Borrowers shall prepay the Loans in full on the date hereof of the Borrower sale or other Disposition of the Capital Stock of, or all or substantially all of the assets of, VP Buildings. (ix) Nothing contained in this Section 2.05(c) shall permit any Loan Party to make a Disposition of its Subsidiaries and, any property other than in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and accordance with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregateSection 7.02(d)(ii).

Mandatory Prepayment. The Borrower Except as restricted or as otherwise required -------------------- by the Indentures or the Certificate of Designation, in addition to the scheduled principal payments provided in Section 2.3 above, the following amounts shall be paid to Lender and shall be applied to prepay Advances in an amount equal to 100% of the aggregate outstanding principal amount of proceeds received the Loan: (a) all Net Cash Proceeds of the sale or issuance of equity by the Borrower or any Restricted Subsidiary (excepting any issuance of its Subsidiaries equity pursuant to a Plan or any other employee benefit plan); (ib) from the incurrence all Net Cash Proceeds of any Indebtedness or the issuance of any equity securities new borrowings by the Borrower or any such Restricted Subsidiary in excess of Five Million Dollars ($5,000,000.00); (c) all Net Cash Proceeds of the sale or other disposition by Borrower or any Restricted Subsidiary of any assets having an aggregate fair market value in excess of Ten Million Dollars ($10,000,000.00) which proceeds are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof; or (d) all insurance proceeds including, without limitation, any in-orbit and launch insurance proceeds in excess of Five Million Dollars ($5,000,000.00), which are not reinvested or committed to reinvestment by the Borrower or any Restricted Subsidiary in productive assets used or usable in the business of the Borrower or any Restricted Subsidiary within 180 days after receipt thereof. Any mandatory prepayment shall be applied to scheduled principal payments in reverse order of maturity. Notwithstanding the foregoing, the provisions of Section 3.2(c) above shall not apply to the sale or other disposition of assets (i) by the Borrower to a Restricted Subsidiary, (ii) if at by a Restricted Subsidiary to the Borrower or (iii) by a Restricted Subsidiary to another Restricted Subsidiary. In addition to the foregoing, in the event that any time the sale, spin-off, disposition or other transaction whereby ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3Electronics Corporation will no longer beneficially own directly or indirectly at least fifty one percent (51%) of the Voting Stock shall have occurred, then the S&P Rating is reduced to lower than BBB- Loan and all accrued interest thereon and all other liabilities and obligations outstanding under this Agreement shall, thereupon, without presentment, demand, protest, or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale notice of any assets kind, all of Borrower which are hereby expressly waived, be forthwith due and payable, if not otherwise then due and payable, together with all reasonable costs and expenses (including breakage and funding costs and other costs in connection with the relending, reborrowing, funding or any Subsidiary in excess other employing of $25,000,000 in funds) incurred by the aggregate Lender as a result thereof, anything herein or in any fiscal year other agreement, contract, indenture, document or instrument contained to the contrary notwithstanding. In the event that any such sale, spin-off, disposition or other transaction occurs whereby ▇▇▇▇▇▇ Electronics Corporation no longer beneficially owns directly or indirectly at least fifty-one percent (51%) of the Borrower. Notwithstanding the foregoingVoting Stock, proceeds Borrower shall receive a refund of a portion of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, facility fee paid in any eventaccordance with Section 2.5 above, in an aggregate principal amount not to exceed determined on a prorata basis as of the aggregate principal date of such prepayment by dividing the remaining number of full months in the original loan term by the number of full months in the original loan term, and multiplying the quotient thereof by the amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)said facility fee.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or con- solidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for deprecia- tion), in the aggregate of all such sales, transfers, as- signments, foreclosures, or conveyances exceeds 25% of the then Capitalization Value in any twelve (12) month period, or (iii) the portion of Capitalization Value attributable to the aggregate Minority Holdings (other than Limited Minority Holdings) of the Borrower and its Consolidated Subsidiaries exceeds 15% of Capitalization Value, or (iv) the Borrower or an Affiliate ceases to provide property management and leasing services to 75% of the total number of Real Proper- ties in which the Borrower has an ownership interest (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Subsidiaries, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) either the Borrower shall prepay Advances in an amount equal to 100% or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the aggregate principal amount board of proceeds received by directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets in a single transaction or a series of related transactions, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Businesses, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. (A) The Borrower Borrowers will, at any time, immediately prepay the Revolving A Loans when the aggregate principal amount of all Revolving A Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the Borrowing Base, to the full extent of any such excess. On each day that any Revolving A Loans or Letter of Credit Obligations are outstanding, the Borrowers shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving A Loans and Letter of Credit Obligations outstanding on such day. (B) If at any time after the Borrowers have complied with the first sentence of paragraph (A) of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the then current Borrowing Base, the Borrowers shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have -------- occurred and be continuing, returned to the Borrowers, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving A Loans no longer exceeds the then current Borrowing Base. (ii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving A Loans; provided, that, (A) -------- such funds shall be applied to the outstanding principal amount of the Revolving B Loans and/or the Revolving C Loans (x) in the absence of a continuing Event of Default, to the extent such application is specifically provided for in Section 2.05(d), and (y) during the existence of an Event of Default, in accordance with Section 4.04(b), and (B) if no Revolving A Loans remain outstanding after the application of such funds to repay any outstanding Revolving A Loans, such funds are not required to be applied to the Revolving B Loans and the Revolving C Loans pursuant to clause (A) of this proviso and no Event of Default has occurred and is continuing, the remaining funds received in the Administrative Agent's Account shall, within two (2) Business Days, be returned by the Administrative Agent to the Borrowers. (iii) Immediately upon any Disposition by any Loan Party or its Subsidiaries, the Borrowers shall prepay Advances the Revolving Loans in an amount equal to 100% of the aggregate principal amount of proceeds Net Cash Proceeds received by the Borrower such Person in connection with such Disposition. Nothing contained in this subsection (iii) shall permit any Loan Party or any of its Subsidiaries (i) from the incurrence to make a Disposition of any Indebtedness or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced property other than in accordance with Section 7.02(c). Any payments required to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment made under this subsection (c): iii) shall be applied as set forth in Section 2.05(d). (iiv) Immediately upon the proceeds of sale or issuance by any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower Loan Party or any of its Subsidiaries andof any shares of its Capital Stock (other than common stock of the Parent issued in respect of the Loan Parties' benefit and compensation plans for their directors, in any eventofficers or employees where the Loan Parties receive no Net Cash Proceeds from such issuance), the Borrowers shall prepay the outstanding amount of the Revolving Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (iv) shall not be deemed to exceed the aggregate principal amount of be implied consent to any such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan issuance or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued sale otherwise prohibited by the Borrower terms and conditions of this Agreement. Any payments required to be made under this subsection (iv) shall be applied as set forth in Section 2.05(d). (v) Upon the receipt by any Loan Party or any of its Subsidiaries or advances of any Extraordinary Receipts, the Borrowers shall prepay the outstanding principal of the Revolving Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. Any payments required to be made under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 this subsection (each, v) shall be applied as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million set forth in the aggregate) or CP&L (not to exceed $400 million in the aggregateSection 2.05(d). (vi) If on any day an Indenture Deficit exists, the Borrowers shall pay to the Administrative Agent an amount equal to such Indenture Deficit to be applied to the outstanding principal of the Revolving Loans which payment shall be made (x) immediately as a result of an Indenture Deficit pursuant to an event described under Section 2.01(c)(i) and

Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans within 1 Business Day at any time that the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the lesser of (x) the Total Revolving Credit Commitment, and (y) the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent's Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2006 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay Advances the outstanding principal amount of the Loans in an amount equal to (A) the greater of (x) 50% of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, and (y) 50% of North American Excess Cash Flow of the Parent and its North American Subsidiaries for such Fiscal Year, minus (B) the amount of all voluntary prepayments of the Term Loan made during such period pursuant to Section 2.05(b)(ii). (v) Within 1 Business Day of delivery to the Agents and the Lenders of the Borrowing Base Certificate pursuant to Section 7.01(a), the Borrower will immediately prepay the outstanding principal amount of the Loans to the extent that the outstanding principal amount of the Term Loan, plus the aggregate outstanding principal amount of all Revolving Loans, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds the aggregate amount of Collections from Accounts Receivable of the Borrower and the Domestic Guarantors during the 150 days immediately preceding such date, to the full extent of any such excess. (vi) Within 1 Business Day of the receipt of any proceeds of any Disposition by the Parent or any of its Domestic Subsidiaries and within 3 Business Days of the receipt of any proceeds of any Disposition by any Foreign Subsidiary of the Parent, in each case other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (a), (b), and (q) of the definition of Permitted Dispositions), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate principal amount of proceeds Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Borrower Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (vi) shall permit any Loan Party or any of its Subsidiaries (i) from the incurrence to make a Disposition of any Indebtedness or property other than a Permitted Disposition. (vii) Within 1 Business Day of the issuance receipt of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on issuance or incurrence by the date hereof of the Borrower Parent or any of its Domestic Subsidiaries andof any Indebtedness and within 3 Business Days of the receipt of any proceeds of any issuance or incurrence by any Foreign Subsidiary of any Indebtedness (in each case, other than Indebtedness referred to in any eventclauses (a) - (j) and (m) - (r) of the definition of Permitted Indebtedness), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to exceed the aggregate principal amount of be implied consent to any such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan issuance or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued incurrence otherwise prohibited by the Borrower terms and conditions of this Agreement. (viii) Within 1 Business Day of the sale or issuance by the Parent or any of its Domestic Subsidiaries of any shares of its Capital Stock and within 3 Business Days of the sale or advances under issuance by any Foreign Subsidiary of any shares of its Capital Stock (in each case, other than issuances of (A) common Capital Stock by any Subsidiary of the Borrower’s Revolving Credit Agreement dated August 5Parent to its parent, 2004(B) the Series A Preferred Stock or the Series B Preferred Stock, CP&L’s Revolving Credit Agreement dated March 28or (C) common Capital Stock of the Parent issued upon conversion of the Senior Convertible Notes in accordance with the Indenture for the 10% Senior Convertible Notes), 2005 the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (viii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and Florida Power’s Revolving Credit Agreement dated March 28conditions of this Agreement. (ix) Within 1 Business Day of the receipt by the Parent or any of its Domestic Subsidiaries of any Extraordinary Receipts and within 3 Business Days of the receipt by any Foreign Subsidiary of the Parent of any Extraordinary Receipts, 2005 the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (each, and not paid to the Administrative Agent as amended from time to timea prepayment of the Loans) and (iv) long term indebtedness issued by Florida Power (not to shall exceed $450 million 250,000 for all such Extraordinary Receipts in the aggregate) or CP&L (not to exceed $400 million in the aggregate)any Fiscal Year.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Subsidiaries Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Businesses, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures or conveyances would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization Value set forth in the Compliance Certificate delivered pursuant to Section 5.1(j), or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Subsidiaries exceeds 15% of the then Capitalization Value, or (iv) the Borrower and its Affiliates cease to provide property management and leasing services to Real Properties to which 75% of the Capitalization Value is attributable (the date any such event shall occur being the "Prepayment Date"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety and return any outstanding Letters of Credit as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 4.2(f) . Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 3.1(d) may not be reborrowed. As used in this Section 3.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of any Indebtedness sales or the issuance of any equity securities by conveyances among the Borrower or and any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination DateConsolidated Subsidiaries, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Planmortgages secured by Real Property, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by sales or conveyances of Securities in the Borrower or any of its TMC or in newly-formed Subsidiaries or advances under Minority Holdings in connection with the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)acquisition of Real Property.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Subsidiaries Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Revolving Credit Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be reborrowed. As used in this SECTION 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Businesses, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal merges or consolidates with another Person (other than pursuant to 100% the SDG Reorganization Transactions, which are expressly permitted subject to the terms of Article XIV hereof) and the aggregate principal amount of proceeds received by Borrower is not the sur viving entity, or (ii) the Borrower or any Consolidated Subsidiary sells, trans fers, assigns or conveys assets, the book value of its Subsidiaries which (icomputed in accor dance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) from the incurrence portion of any Indebtedness or Capitalization Value attributable to the issuance aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the its C▇▇▇▇▇’▇ Rating is reduced dated Subsidiaries exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases to lower than Baa3provide property management and leasing servic es to 33% of the total number of Shopping Centers in which the Borrower has an ownership interest (the date any such event shall occur being the "Prepayment Date"), the S&P Rating is reduced Revolving Credit Commitment shall be terminated and the Borrower shall be required to lower than BBB- prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immedi ately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be re turned all Letters of Credit to the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from applicable Lender. In connection with the sale prepayment of any assets of Loan prior to the maturity thereof, the Borrower or shall also pay any Subsidiary in excess of $25,000,000 in applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the aggregate in any fiscal year Loans of the BorrowerLenders. Notwithstanding Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the foregoingphrase "sells, proceeds of the following transfers, assigns or conveys" shall be excluded from the calculation of any mandatory prepayment under this subsection (c): not include (i) the proceeds of sales or conveyances among Borrower and any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower Consolidated Subsidiar ies, or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued mortgages secured by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of its the Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, or conveyances would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization Value set forth in the Compliance Certificate delivered pursuant to Section 5.1(j); provided, that for purposes of this clause (ii) only, the phrase “sells, transfers, assigns or conveys” shall not include (A) sales or conveyances among the Borrower and any Consolidated Subsidiaries, (B) mortgages secured by Real Property, or (C) sales or conveyances of Securities in the Borrower or TMC or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of Real Property; (the date any such event in (i) from the incurrence of any Indebtedness or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) shall occur being the “Prepayment Date”) the Revolving Credit Commitments and Term Loan Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety and return any outstanding Letters of Credit as if at the Prepayment Date were the Revolving Credit Termination Date and the Term Loan Maturity Date. The Borrower shall make such prepayment on the Prepayment Date together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any time Loan prior to the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3maturity thereof, the S&P Rating is reduced Borrower shall also pay any applicable expenses pursuant to lower than BBB- or Section 4.2(f). Each such prepayment shall be applied to prepay ratably the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year Loans of the BorrowerLenders. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued Amounts prepaid pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(Kthis Section 3.1(d) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (may not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)be reborrowed.

Mandatory Prepayment. The If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Subsidiaries Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the "PREPAYMENT DATE"), the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to SECTION 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this SECTION 4.1(d) may not be reborrowed. As used in this SECTION 4.1(d) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from the incurrence of sales or conveyances among Borrower and any Indebtedness Consolidated Businesses, or the issuance of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated mortgages secured by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries and, in any event, in an aggregate principal amount not to exceed the aggregate principal amount of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Real Property.

Mandatory Prepayment. (i) The Borrower will immediately prepay the Revolving Loans within 1 Business Day at any time that the aggregate principal amount of all Revolving Loans plus the outstanding amount of all Letter of Credit Obligations exceeds the lesser of (A) the Total Revolving Credit Commitment, and (B) the Borrowing Base, to the full extent of any such excess. On each day that any Revolving Loans or Letter of Credit Obligations are outstanding, the Borrower shall hereby be deemed to represent and warrant to the Agents and the Lenders that the Borrowing Base calculated as of such day equals or exceeds the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding on such day. If at any time after the Borrower has complied with the first sentence of this Section 2.05(c)(i), the aggregate Letter of Credit Obligations is greater than the lesser of (x) the Total Revolving Credit Commitment, and (y) the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the aggregate Letter of Credit Obligations plus the aggregate principal amount of all outstanding Revolving Loans no longer exceeds the then current Borrowing Base. (ii) The Borrower will immediately prepay the outstanding principal amount of the Term Loan and the outstanding principal amount of the Delayed Draw Term Loans in the event that the Total Revolving Credit Commitment is terminated for any reason. (iii) The Administrative Agent shall on each Business Day apply all funds transferred to or deposited in the Administrative Agent’s Account, to the payment, in whole or in part, of the outstanding principal amount of the Revolving Loans. (iv) Within 10 days of delivery to the Agents and the Lenders of audited annual financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the Fiscal Year ended December 31, 2007 or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), 10 days after the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay Advances the outstanding principal amount of the Loans in an amount equal to (A) the greater of (x) 50% of Excess Cash Flow of the Parent and its Subsidiaries for such Fiscal Year, and (y) 50% of North American Excess Cash Flow of the Parent and its North American Subsidiaries for such Fiscal Year, minus (B) the sum of (x) the amount of all voluntary prepayments of the Term Loan made during such period pursuant to Section 2.05(b)(ii), and (y) the amount of all voluntary prepayments of the Delayed Draw Term Loans made during such period pursuant to Section 2.05(b)(iii). (v) Within 1 Business Day of delivery to the Agents and the Lenders of the Borrowing Base Certificate pursuant to Section 7.01(a), the Borrower will immediately prepay the outstanding principal amount of the Loans to the extent that the outstanding principal amount of the Term Loan, plus the outstanding principal amount of the Delayed Draw Term Loans, plus the aggregate outstanding principal amount of all Revolving Loans, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds the aggregate amount of Collections from Accounts Receivable of the Borrower and the Domestic Guarantors during the 180 days immediately preceding such date, to the full extent of any such excess. (vi) Within 1 Business Day of the receipt of any proceeds of any Disposition by the Parent or any of its Domestic Subsidiaries and within 3 Business Days of the receipt of any proceeds of any Disposition by any Foreign Subsidiary of the Parent, in each case other than a Permitted Disposition (other than a Permitted Disposition of the type described in clauses (a), (b), and (s) of the definition of “Permitted Dispositions”), the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate principal amount of proceeds Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Borrower Administrative Agent as a prepayment of the Loans) shall exceed $250,000 for all such Dispositions in any Fiscal Year. Nothing contained in this subsection (vi) shall permit any Loan Party or any of its Subsidiaries (i) from the incurrence to make a Disposition of any Indebtedness or property other than a Permitted Disposition. (vii) Within 1 Business Day of the issuance receipt of any equity securities by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on issuance or incurrence by the date hereof of the Borrower Parent or any of its Domestic Subsidiaries andof any Indebtedness and within 3 Business Days of the receipt of any proceeds of any issuance or incurrence by any Foreign Subsidiary of any Indebtedness (in each case, other than Indebtedness referred to in any eventclauses (a), (b), (d) — (j), and (l) — (s) of the definition of “Permitted Indebtedness”), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (vii) shall not be deemed to exceed the aggregate principal amount of be implied consent to any such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan issuance or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued incurrence otherwise prohibited by the Borrower terms and conditions of this Agreement. (viii) Within 1 Business Day of the sale or issuance by the Parent or any of its Domestic Subsidiaries of any shares of its Capital Stock and within 3 Business Days of the sale or advances under issuance by any Foreign Subsidiary of any shares of its Capital Stock (in each case, other than issuances of (A) common Capital Stock by any Subsidiary of the Borrower’s Revolving Credit Agreement dated August 5Parent to its parent, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to timeB) and (iv) long term indebtedness Capital Stock issued by Florida Power the Parent pursuant to a stock incentive plan for its or its Subsidiaries’ officers, directors or employees, or (C) common Capital Stock of the Parent issued upon conversion of the Senior Convertible Notes in accordance with the Indenture for the 10% Senior Convertible Notes or the Series A Preferred Stock), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (viii) shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions of this Agreement. (ix) Within 1 Business Day of the receipt by the Parent or any of its Domestic Subsidiaries of any Extraordinary Receipts and within 3 Business Days of the receipt by any Foreign Subsidiary of the Parent of any Extraordinary Receipts, the Borrower shall prepay the outstanding principal of the Loans in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts, to the extent that the aggregate amount of Extraordinary Receipts received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed $450 million 250,000 for all such Extraordinary Receipts in any Fiscal Year. (x) If, at any time, (A) the aggregatesum of the outstanding principal amount of the aggregate outstanding amount of all Term Loan Obligations, plus the aggregate outstanding amount of all Revolving Loan Obligations, plus the aggregate outstanding amount of all Letter of Credit Obligations exceeds (B) or CP&L the product of (not I) 2.00 times (II) TTM EBITDA calculated as of the last month for which financial statements have most recently been delivered pursuant to exceed $400 million Section 7.01(a) (such excess being referred to as the “Limiter Excess”), then the Borrower shall immediately prepay the Loans in aggregate amount equal to the aggregate)Limiter Excess.

Mandatory Prepayment. The (a) If at any time the amount equal to the sum of (i) the outstanding principal amount of the Revolving Credit Advances, plus (ii) the Letter of Credit Liabilities exceeds the lesser of (1) the aggregate Revolving Credit Commitments or (2) the Borrowing Base, the Borrower shall promptly prepay the outstanding Revolving Credit Advances by the amount of the excess or, if no Revolving Credit Advances are outstanding, the Borrower shall immediately pledge to the Agent cash or Cash Equivalent Investments in an amount equal to the excess as security for the Obligations. (b) Promptly upon receipt of the Net Cash Proceeds from any Asset Sale or sale/leaseback transaction with respect to the Borrower's or its Subsidiaries' motor vehicles, or receipt of any insurance proceeds with respect to properties or assets of the Borrower or any of its Subsidiaries, the Borrower shall prepay Advances in an accordance with Section 4.4(f) in a principal amount equal to 100% of the amount by which aggregate principal Net Cash Proceeds received from such Asset Sales or insurance proceeds during any twelve month period exceeds $250,000, and 100% of the amount of proceeds Net Cash Proceeds received from any such sale/leaseback transaction. (c) Until the Term Loan and the Energy Capital Subordinated Debt is paid in full, promptly upon receipt of Net Cash Proceeds from the issuance of Institutional Debt or Subordinated Debt (other than the Energy Capital Subordinated Debt) by the Borrower or any of its Subsidiaries Subsidiaries, the Borrower shall prepay Advances in accordance with Section 4.4(f) in a principal amount equal to 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000. (id) Promptly upon receipt of Net Cash Proceeds from the incurrence of any Indebtedness or the issuance of any equity securities Capital Stock by the Borrower or any such Subsidiary and (ii) if at any time the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3, the S&P Rating is reduced to lower than BBB- or the Borrower’s long-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s or S&P, from the sale of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year of the Borrower. Notwithstanding the foregoing, proceeds of the following shall be excluded from the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries andSubsidiaries, the Borrower shall prepay Advances in any event, accordance with Section 4.4(f) in an aggregate a principal amount not equal to exceed 100% of the amount by which aggregate Net Cash Proceeds received from such issuances during any twelve month period exceeds $250,000. (e) Commencing on March 31, 2003 and on each March 31 thereafter, the Borrower shall prepay Advances in accordance with Section 4.4(f) in a principal amount equal to 50% of Excess Cash Flow, if any, for the Fiscal Year ending immediately preceding each such March 31 so long as the Funded Debt to EBITDA Ratio for such Fiscal Year is 2.25 to 1.00 or greater. (f) Any prepayment made under Sections 4.4(a), (b), (c), (d) and (e) shall (i) include accrued interest to the date of such other Indebtedness and with a maturity no earlier than prepayment on the Commitment Termination Dateprincipal amount prepaid, (ii) equity securities issued pursuant not be subject to (A) any minimum payment provisions contained in this Agreement or (B) the requirement set forth in Section 5.6 hereof to provide compensation to the Borrower’s Equity Incentive PlanBanks if such prepayment results in a LIBOR Advance being paid on a day other than the last day of an Interest Period for such LIBOR Advance, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by be applied first, pro rata to the Borrower or unpaid principal installments of the Term Loan, second, at any of its Subsidiaries or advances time there are no Advances outstanding under the Borrower’s Term Loan, to repay outstanding Revolving Credit Agreement dated August 5, 2004, CP&L’s Advances (but not to permanently reduce the Revolving Credit Agreement dated March 28Commitment), 2005 and Florida Power’s third, at any time there are no Advances outstanding under the Revolving Credit Agreement dated March 28Commitment, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in provide cash collateral for the aggregate) or CP&L (not to exceed $400 million in the aggregate)outstanding Letter of Credit Liabilities.

Mandatory Prepayment. The (i) If at any time from and after the Closing Date: (i) the Borrower shall prepay Advances in an amount equal to 100% of merges or consolidates with another Person and the aggregate principal amount of proceeds received by Borrower is not the surviving entity, or (ii) within any twelve (12) month period, the Borrower or any Consolidated Subsidiary or any Minority Holding sells, transfers, assigns, conveys or suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures or conveyances exceeds twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Subsidiaries exceeds twenty percent (20%) of the then Capitalization Value, or (iv) the Management Company ceases to provide property management and leasing services to at least seventy-five percent (75%) of the total number of Real Properties in which the Borrower has an ownership interest (exclusive of Properties which are Limited Minority Holdings) (the date any such event shall occur being the "Prepayment Date"), the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Maturity Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(c)(i) may not be reborrowed. As used in this Section 4.1(c)(i) only, the phrase "sells, transfers, assigns or conveys" shall not include (i) from sales or conveyances among Borrower and any Consolidated Subsidiaries, or (ii) the incurrence granting of any Indebtedness mortgages secured by Real Property, or the issuance (iii) sales or conveyances of any equity securities by Securities in the Borrower or any such Subsidiary and in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property. (ii) if at any time If an Event of Default shall occur under Section 10.12(e) hereof and for so long as it shall be continuing, then, in addition to all other rights and remedies of the ▇▇▇▇▇’▇ Rating is reduced to lower than Baa3Co-Agents and the Lenders hereunder in respect of such Event of Default, the S&P Rating is reduced Borrower shall apply all External Revenues, within thirty (30) days after receipt thereof, to lower than BBB- pay or prepay, as the Borrower’s longcase may be, on a pro rata basis, all Total Adjusted Outstanding Unsecured Indebtedness for borrowed money, including, without limitation, the Loans then outstanding hereunder; provided, however, that no such application of External Revenues, nor any demand therefor or acceptance thereof by the Co-term senior unsecured non-credit-enhanced debt is not rated by either Moody’s Agents, the Lenders or S&Pany other lender, from the sale shall result in any waiver, release, limitation or impairment of any assets of Borrower or any Subsidiary in excess of $25,000,000 in the aggregate in any fiscal year Obligation of the Borrower. Notwithstanding the foregoing, proceeds or of any right, remedy or recourse of the following shall be excluded from Co-Agents and the calculation of any mandatory prepayment under this subsection (c): (i) the proceeds of any Indebtedness that is used to refinance other Indebtedness outstanding on the date hereof of the Borrower or any of its Subsidiaries andLenders, in any event, in an aggregate principal amount not to exceed the aggregate principal amount connection with such Event of such other Indebtedness and with a maturity no earlier than the Commitment Termination Date, (ii) equity securities issued pursuant to the Borrower’s Equity Incentive Plan, Investor Plus Direct Stock Purchase and Dividend Reinvestment Plan or 401(K) Savings and Stock Ownership Plan, (iii) commercial paper issued by the Borrower or any of its Subsidiaries or advances under the Borrower’s Revolving Credit Agreement dated August 5, 2004, CP&L’s Revolving Credit Agreement dated March 28, 2005 and Florida Power’s Revolving Credit Agreement dated March 28, 2005 (each, as amended from time to time) and (iv) long term indebtedness issued by Florida Power (not to exceed $450 million in the aggregate) or CP&L (not to exceed $400 million in the aggregate)Default.