Common use of Mandatory Prepayment Clause in Contracts

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

Mandatory Prepayment. The Borrower shall, upon five Business Days’ notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time from and after subsequent to the Closing Date: (i) either foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on 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 Companyto pay, and the majority of its senior managementBorrower will, immediately prior forthwith upon such demand and without any further notice or act, pay to the merger do not continue as directors Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the surviving entity, or do not continue Obligations and any other amounts as shall from time to be employed as senior management of the surviving entity, or (ii) time have become due and payable by 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 Lenders or the LC Issuers under the Loan Documents. Neither the Borrower and its Consolidated Businesses exceed 20% nor any Person claiming on behalf 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 have any right 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 withdraw any of the prepayment on funds held in 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 Facility LC Collateral Account pursuant to this Section 4.1(d) 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertylegally entitled thereto at such time.

Mandatory Prepayment. If at In the event of a Transfer of Equity Interests in or control of Lazard Freres REI, or change in the general partner of any time from of LFSRI II, LFSRI II Alternative and after LFSRI-CADIM, the Closing Date: entire Indebtedness shall become immediately due and payable, together with the Exit Fee. Except with respect to a Permitted Transfer, in the event of a Transfer of the Equity Interests held directly or indirectly by the Fund in the Borrower, any member of the Borrower Control Group or any Operating Company (any such Transfers to be made only in an arm's-length transaction to a bona fide third party purchaser for fair market value), a portion of the Indebtedness shall become due and payable as hereinafter set forth. The amount of the Indebtedness required to be prepaid shall be equal to the lesser of (i) either the Borrower or the Company merges or consolidates Release Amount 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 Companyrespect to such Transfer, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lenderoutstanding Indebtedness. In the event that any Letter Transfer of Credit shall not be returnedassets of an Operating Company in the nature of a capital transaction, or any other non-recurring event (whether in one transaction or a series of transactions) yields to such Operating Company amounts used to pay Dividends and Distributions to the Borrower or any member of the Borrower Control Group, then a portion of the provisions Indebtedness shall become immediately due and payable in an amount equal to the lesser of Section 3.4 (x) the amount of such Dividends and Distributions, minus the amount of Cost Exclusions resulting from the Transfer giving rise to such Dividends and Distributions, and (y) the outstanding Indebtedness. Any pre-payment hereunder shall apply and the be made only with thirty (30) days' prior written notice (which notice may be revoked by Borrower as long as such notice specifies that it is revocable). Borrower shall comply be required to make mandatory prepayments in accordance 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 6(b) 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 Amended and any Consolidated Businesses, or (ii) mortgages secured by Real PropertyRestated Deposit Account Agreement.

Mandatory Prepayment. If at any time from and after In the Closing Date: event Borrower (i) either procures financing from any source, whether in the Borrower or the Company merges or consolidates with another Person and either form of Indebtedness (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 excluding all Indebtedness permitted to be employed as senior management of incurred under the surviving entityLoan Documents) or equity, or other than Capital Stock issued in connection with the Offering, (ii) the Borrower or any Consolidated Business sellsmakes an Asset Disposition, 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 undergoes a Change of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization ValueControl, or (iv) receives proceeds from any liability or casualty insurance policies in respect of any loss, then an amount equal to the entire net cash proceeds thereof, or the portion thereof equal to the outstanding balance of the Term Loan plus accrued and unpaid interest and the Prepayment Fee, and all other amounts then due and owing hereunder, shall be paid by Borrower to Agent, promptly following the occurrence of the applicable event, to repay or reduce the Term Loan; provided that so long as no Event of Default shall have occurred and be continuing, (1) Borrower shall deliver to Agent, no later than ten (10) days after the date such Asset disposition or insurance loss shall have occurred, an officer’s certificate setting forth (x) the amount of that portion of such net cash proceeds from any Asset Disposition or from any such insurance loss that Borrower intends to reinvest in productive assets of the general type used in the business of Borrower and its Subsidiaries or Affiliates or and (y) the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% proposed use of such portion of the total number of shopping centers in which the Borrower has an ownership interest net cash proceeds and such other information with respect to such reinvestment as Agent may reasonably request, and (the date any such event shall occur being the “Prepayment Date”), the Revolving Credit Commitments shall be terminated and the 2) Borrower shall be required apply such portion to prepay such reinvestment purposes, no later than ninety (90) days after delivery to Agent of such officer’s certificate. If such net cash proceeds have not been applied to the Loans in their entirety Obligations or timely reinvested as if the Prepayment Date were the Revolving Credit Termination Date. The provided above, then Borrower shall immediately promptly make such an additional prepayment together with interest accrued to the date of the prepayment on Term Loan in the principal full amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lendersuch net cash proceeds. In the event that Borrower and its Subsidiaries have Excess Cash Flow for any Letter of Credit shall not be returnedFiscal Year, then commencing with the provisions of Section 3.4 shall apply and the Fiscal Year ending on or about December 31, 2013, Borrower shall comply prepay the outstanding balance of the Term Loan, plus accrued and unpaid interest, and all other amounts then due and owing hereunder in an aggregate amount equal to the applicable percentage of such Excess Cash Flow for such Fiscal Year, determined in accordance with the same. In connection with following grid: If Maximum Total Debt Leverage Ratio as of the prepayment of any Loan prior to the maturity thereofend of, and for, the applicable Fiscal Year is: Then the applicable percentage of Excess Cash Flow for such Fiscal Year shall be: Equal to or less than 1.00 to 1.00 0% Equal to or greater than 1.00 to 1.00, but less than 1.50 to 1.00 25% Equal to or greater than 1.50 to 1.00 50% Each such prepayment based on Excess Cash Flow shall be due and payable by Borrower shall also pay any applicable expenses within three (3) Business Days after Agent’s receipt of the annual financial statements required to be delivered to Agent pursuant to Section 5.2(f). Each 5.1(C) for the Fiscal Year then ended, but in no event later than ninety-three (93) days after the end of such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real PropertyFiscal Year.

Mandatory Prepayment. If at any (1) Within three (3) Business Days (or such later time from and after to which the Closing Date: (iLender may agree in its sole discretion) 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 Companyreceipt by any Debtor, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% Subsidiary thereof of the Capitalization ValueNet Cash Proceeds (“receipt” to include any receipt, including the initial payment, any subsequent payment (including installments, earnouts or similar payment) and upon release and receipt of any escrow, indemnity or holdback) from any Disposition of any Collateral (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 prepay, or cause to be returned all Letters prepaid, the Loan in an amount equal to 100% of Credit such Net Cash Proceeds so received from time to time; provided that no such prepayment shall be required if (A) no Event of Default shall have occurred or shall be continuing, (B) within two (2) Business Days of the applicable Lender. In the event that any Letter receipt 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 thereofsuch Net Cash Proceeds, the Borrower shall also pay any applicable expenses have provided written notice to Lender of its intention to, within 20 days after the date of receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to the towards the purchase price of equipment of substantially similar type and use that is not older than, and with a fair market value that is not less than, the Collateral (“Replacement Property”) subject to such Disposition (the “Replacement Period”), (C) such Net Cash Proceeds are held in a subaccount or other manner such that they are “identifiable cash proceeds” as used in the UCC and (D) Borrower grants and conveys to Lender a perfected, first priority security interest, pursuant to documentation in form and substance satisfactory to Lender, in the Replacement Property (which shall constitute Collateral and be subject to all of the terms and provisions of this Agreement and the other Loan Documents) prior to the expiration of the Replacement Period. If the Replacement Period shall have expired prior to the consummation of the purchase of Replacement Property, the Net Cash Proceeds shall be released to Lender as prepayment of the outstanding principal of the Loan. Any Net Cash Proceeds applied to prepay the Loan during the first twenty-four (24) months after the Closing Date shall be credited against future quarterly principal amortization payments on the Loan due pursuant to Section 5.2(f). Each 2(a) above, beginning with the first such prepayment quarterly amortization payment due after such Disposition and, if such Net Cash Proceeds are in excess of the amount due on such first quarterly payment date, such remaining proceeds shall be applied to prepay ratably credited against the Loans remaining quarterly principal amortization payments in direct order of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertymaturity.

Mandatory Prepayment. The Borrower shall, upon five Business Days' notice from the Agent given at the request or with the consent of the Required Lenders, pay to the Agent the Collateral Shortfall Amount at such time, which funds shall be held in the Facility LC Collateral Account, and prepay the Aggregate Outstanding Credit Exposures (other than the undrawn stated amount under all Facility LCs outstanding at such time) plus all interest thereon and all other amounts payable hereunder or under the Notes, in the event that any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or more of the combined voting power of all Voting Stock of the Borrower. If at any time from and after subsequent to the Closing Date: (i) either foregoing payment of the Collateral Shortfall Amount, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on 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 Companyto pay, and the majority of its senior managementBorrower will, immediately prior forthwith upon such demand and without any further notice or act, pay to the merger do not continue as directors Agent the Collateral Shortfall Amount at such time, which funds shall be deposited in the Facility LC Collateral Account. The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the surviving entity, or do not continue Obligations and any other amounts as shall from time to be employed as senior management of the surviving entity, or (ii) time have become due and payable by 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 Lenders or the LC Issuers under the Loan Documents. Neither the Borrower and its Consolidated Businesses exceed 20% nor any Person claiming on behalf 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 have any right 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 withdraw any of the prepayment on funds held in 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 Facility LC Collateral Account pursuant to this Section 4.1(d) 2.09(b); provided, however, that after all of the Obligations have been indefeasibly paid in full and the aggregate Commitments have been terminated, any funds remaining in the Facility LC Collateral Account shall be returned by the Agent to the Borrower or paid to whomever may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertylegally entitled thereto at such time.

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

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

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

Mandatory Prepayment. If at any time from and after the -------------------- Closing Date, the Company, the Borrower, or any of its consolidated Subsidiaries receives proceeds from the sale or refinancing of an unencumbered Project, the Borrower shall be required to prepay a portion of the Loan in an amount equal to the Net Cash Proceeds received. Notwithstanding the foregoing, in no event shall the Borrower be required to prepay any portion of the Loan in the event that the property commonly known as 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx is sold or refinanced on or before the date which is ninety (90) days from the date hereof. If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (yii) a majority of the board of directors of the Company, and the majority Borrower, any of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, Affiliates or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its consolidated Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an 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 DateDate and, the Revolving Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each -------------- such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) (other than amounts -------------- prepaid pursuant to the first sentence of this Section 4.1(d)) may not be -------------- reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, -------------- transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businessesof its consolidated Subsidiaries, or (ii) mortgages or other security interests secured by Real Property or other Property. 4.2.

Mandatory Prepayment. If at (a) Upon receipt by Borrower of Net Sales Proceeds or other asset sale proceeds as contemplated pursuant to Section 7.11 hereof, Borrower shall prepay the Loans (other than the Revolving Credit Loan) with such proceeds and, with respect to any time from and Net Sales Proceeds or other asset sale proceeds remaining after such prepayments, Borrower shall prepay the Closing DateRevolving Credit Loan. Such prepayments shall be applied in the following manner: (i) either FIRST, to 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 then outstanding principal amount of the board remaining Term Loans, in such orders and as among the portions of directors such Loans as GE Capital shall determine, and (ii) SECOND to the then outstanding principal amount of the CompanyRevolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a prepayment otherwise required pursuant to this Section 2.4(a) with the proceeds of asset sales to the extent that such prepayment is waived by Agent (at the direction or with the consent of the Required Lenders) in writing. Any prepayments of any Loan pursuant to this Section 2.4(a) shall be applied FIRST, to those portions of such Loan that constitute Index Rate Advances, and NEXT, to those portions of such Loan that constitute LIBOR Advances. Notwithstanding the majority foregoing, if any prepayment of its senior management, immediately a LIBOR Advance in the manner and at the times provided above would result in any such prepayment occurring prior to the merger do not continue as directors last day of the surviving entityInterest Period for such Advance, or do not continue to such prepayment shall instead be employed as senior management made on the last day of the surviving entityInterest Period therefor (unless the Agent, at the direction or (ii) with 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% consent of the Capitalization ValueRequired Lenders, 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”otherwise directs), 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 Any prepayment of any Loan prior to from 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 proceeds of the Lenders. Amounts prepaid asset sales pursuant to this Section 4.1(d2.4(a) may shall be accompanied by all accrued and unpaid interest on the principal amounts so prepaid. Any prepayments of Revolving Credit Advances pursuant to this Section 2.4(a) shall not be available to be reborrowed. As used in this Section 4.1(d) only, and the phrase “sells, transfers, assigns or conveys” Maximum Revolving Credit Loan shall not include (i) be permanently reduced by an amount equal to the maximum amount of the proceeds of asset sales or conveyances among Borrower and any Consolidated Businesses, or available to be applied to reduce Revolving Credit Advances pursuant to clause (ii) mortgages secured by Real Propertyabove (even if all or a portion of such proceeds of asset sales available pursuant to clause (ii) above shall not have been applied in prepayment of Revolving Credit Advances due to the outstanding amount of Revolving Credit Advances being less than the amount of such proceeds of asset sales available pursuant to clause (ii) above). Borrower shall use reasonable good faith efforts to select Interest Periods in respect of its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to the extent possible, the extent to which) any mandatory prepayments pursuant to this Section 2.4(a) would result in a LIBOR Advance being prepaid prior to the last day of the Interest Period with respect thereto.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person (other than pursuant to the SDG Reorganization Transactions, which are expressly permitted subject to the terms of Article XIV hereof) 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 sur viving entity, or (ii) the Borrower or any Consolidated Business Subsidiary sells, transferstrans fers, assigns or conveys assets, the book value of which (computed in accordance 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) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (but excluding the Borrower's interest in Pentagon Fashion Center) of the Borrower and its Consolidated Businesses Cxxxxxx dated Subsidiaries 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 servic es to at least 33% of the total number of shopping centers Shopping Centers in which the Borrower has an ownership interest (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments Commitment shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately 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 returned re turned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiar ies, or (ii) mortgages secured by Real Property.

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

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

Mandatory Prepayment. If at any time from The Borrower’s obligations under the Subordinated Debentures and after this Agreement are not assumable. Subject to the Closing DateSubordination Agreement, upon (a) a Change of Control, or (b) the sale or disposition by the Sponsor Group of Equity Interests of Holdings or Intermediate Holdings with a value of $35,000,000 or more in aggregate, each Lender shall have the right (but not the obligation) to require the Borrower to: (i) either prepay all or any portion of the Borrower or Subordinated Debentures held by such Lender for an amount equal to the Company merges or consolidates with another Person and either (x) the Borrower or the Companythen outstanding principal balance, as all accrued but unpaid interest thereon, plus all PIK Amounts and, in the case may beof a prepayment required under clause (b) above, is not the surviving entity, or (y) a majority 50% 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 (Repayment Charge computed in accordance with GAAP but without deduction for depreciationSection 2.06(a), in provided that any prepayment under this Section 2.07 that occurs prior to the aggregate 18 month anniversary of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30the date hereof shall be subject to a Repayment Charge equal to 6.0% of the Capitalization Value, or any principal prepaid (iiiexcluding any PIK Amount); and (ii) the pay in full a corresponding portion of Capitalization Value attributable the other Obligations owing to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Valuesuch Lender, 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 amount 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 calculated on the date of prepayment and be payable in cash on such date. On the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters date 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 thereofprepayment, 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 Lenders of the Lenders. Amounts Subordinated Debentures being prepaid pursuant to this Section 4.1(d) may not be reborrowed2.07, the price specified above, by wire transfer of immediately available funds to an account designated by such Lender. As used Concurrently therewith, each Lender of Subordinated Debentures being prepaid in full shall deliver to the Borrower the original copy of its Subordinated Debenture or an affidavit of loss thereof in a form that is reasonably satisfactory to the Borrower. Any offer made by the Borrower pursuant to this Section 4.1(d) only, 2.07 shall be irrevocable so long as the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real PropertyChange of Control occurs.”

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

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) within any twelve (12) month period, the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Businesses exceed Subsidiaries exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(d)(i) may not be reborrowed. As used in this Section 4.1(d4.1(d)(i) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Borrower or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property.

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

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower Loan Party or the Company GGP, Inc. merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, Loan Party is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower Loan Party or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Borrower Closing Date) of the Loan Party and its their Consolidated Businesses exceed Subsidiaries exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower Loan Party or their Subsidiaries has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d4.1(d)(i) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances between or among Borrower Loan Party and any Consolidated BusinessesSubsidiaries, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Loan Party or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property, or (iv) sales or conveyances of non-mall assets of JP Realty, Inc. and its Subsidiaries.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization ValueValue set forth in the Compliance Certificate delivered pursuant to SECTION 5.1(j); 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; or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed Subsidiaries exceeds 20% of the 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 Value (the date any such event in (i), (ii) or (iii) shall occur being the “Prepayment Date”), "PREPAYMENT DATE") the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety 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 on the Prepayment Date together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(fSECTION 4.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(dSECTION 3.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

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

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower Partnership or the Company merges or consolidates with another Person and either (x) the Borrower Partnership or the Company, as the case may beapplicable, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) within any twelve (12) month period, the Borrower Credit Party or any Consolidated Business Businesses or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Borrower Closing Date) of the Credit Party and its Consolidated Businesses exceed exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower Credit Party or its Subsidiaries or Affiliates or any Affiliate of the Management Company Credit Party, collectively, ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower Credit Party has an ownership interest interest, excluding any such Real Properties that are Limited Minority Holdings (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall --------------- be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each -------------- such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(d)(i) may not be reborrowed. As ----------------- used in this Section 4.1(d4.1(d)(i) only, the phrase “"sells, transfers, assigns or ----------------- conveys” " shall not include (i) sales or conveyances among Borrower Credit Party and any Consolidated Businesses, or (ii) mortgages secured by Real Property, or (iii) sales or conveyances of Securities representing interests in or obligations of the Partnership or the Company or newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property.

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

Mandatory Prepayment. If at To the extent that they exceed the sum of $500,000 in the aggregate during the term of this Agreement, all proceeds from (w) the sale of assets by any time from and after the Closing Date: (i) either member of the Borrower or the Company merges or consolidates with another Person and either Affiliated Group, (x) the sale of equity interests by any member of the Borrower Affiliated Group (except to an Affiliate of the Borrower or to another member of the CompanyBorrower Affiliated Group), as the case may be, is not the surviving entity, or (y) a majority the issuance of any Indebtedness by any member of the board of directors Borrower Affiliated Group (any such Indebtedness only to be issued in compliance with Section 5.5), and (z) any insurance proceeds due to any member of the Company, and the majority of its senior management, immediately prior Borrower Affiliated Group shall be paid to the merger do not continue Lender as directors permanent reductions of the surviving entity, or do not continue to be employed as senior management principal of the surviving entityTerm Loan. Notwithstanding the foregoing, at any time during which an Event of Default has occurred and is continuing, all such proceeds shall be so paid to the Lender as permanent reductions of the principal of the Term Loan whether or not the aggregate amount of all such proceeds received during the term of this Agreement exceeds $500,000. Provided that the Borrower's Maximum Consolidated Leverage Ratio (see Subsection 5.16(a)) is greater than 1.50 to 1.0 as of the end of the Borrower's fiscal quarter immediately preceding such prepayment, such mandatory prepayments of principal shall be applied to installments of principal due in inverse order of maturity. In all other cases, such mandatory prepayments of principal will be applied pro rata to reduce all remaining principal installments of the Term Loan. Notwithstanding anything to the contrary stated herein, the Borrower shall not be required to pay to the Lender under this Subsection 2.3.5 any proceeds resulting from (i) the sale of the two parcels of real property identified with reference to this Section 2.3 in Exhibit B (the "SALE PROPERTIES"), provided that all proceeds of such sales which exceed $2,500,000 in the aggregate shall be paid to the Lender for application to the Term Loan in the same manner as proceeds of other asset sales, (ii) insurance settlements resulting from damage or destruction to restaurant units, provided that the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, provides to the book value of which Lender evidence (computed in accordance with GAAP but without deduction for depreciation), form and substance satisfactory to the Lender in its sole discretion) that such proceeds have been reinvested in the aggregate of all such sales, transfers, assignments, foreclosures, same or conveyances exceeds 30% replacement restaurant units within 270 days of the Capitalization Valuereceipt thereof by the applicable member of the Borrower Affiliated Group, or and (iii) the portion issuance of Capitalization Value attributable to the aggregate Limited Minority Holdings equity interests in members of the Borrower Affiliated Group as part of customary employee option transactions or similar compensation-related transactions, provided that such issuances are made in the ordinary course of business 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 consistent with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertypractice.

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

Mandatory Prepayment. If at any time from and after (a) The Borrower shall prepay the Closing DateBridge Loans ratably in accordance with the aggregate outstanding principal balances thereof with the Net Cash Proceeds of: (i) either any direct or indirect public offering or private placement of the Permanent Securities, or any other debt securities of the Borrower or the Company merges any of its Subsidiaries or consolidates with another Person and either (x) any Equity Interests of the Borrower or the Company, as the case may be, is not the surviving entity, any direct or (y) a majority indirect parent holding company of the board of directors of the CompanyBorrower, and the majority of its senior managementincluding, immediately prior to the merger do not continue as directors of the surviving entitywithout limitation, or do not continue to be employed as senior management of the surviving entity, or Holdings; (ii) the incurrence of any other Indebtedness by 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% Subsidiary of the Capitalization ValueBorrower or any direct or indirect parent holding company of the Borrower, or including, without limitation, Holdings (other than under the Senior Credit Facilities as in effect on the date hereof and Permitted Indebtedness); and (iii) any future issuance or sale of stock of Subsidiaries or any Asset Sale by the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings Borrower or any Subsidiary of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or after the Funding Date (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% each of the total number of shopping centers transactions in which the Borrower has an ownership interest foregoing clauses (the date any such event shall occur being the “Prepayment Date”i), (ii) and (iii), a "PREPAYMENT TRANSACTION"). Notwithstanding the Revolving Credit Commitments shall be terminated and foregoing sentence, the Borrower shall not be required to prepay the Bridge Loans in their entirety as with the Net Cash Proceeds received by the Borrower or any Subsidiary from an Asset Sale (a) if the Borrower is required to apply such Net Cash Proceeds to prepay loans and permanently reduce commitments pursuant to the Senior Credit Facilities (and does so apply such Net Cash Proceeds) or (b) in the case of any sale of assets of PerkinElmer, Inc. for Net Cash Proceeds aggregating up to $75.0 million since the date of this Agreement; provided that such Net Cash Proceeds are re-invested in the Borrower and its Subsidiaries in accordance with the provisions of the Senior Credit Facilities as in effect on the date of this Agreement. Subject to the preceding sentence, the Borrower shall, not later than the third Business Day following the receipt of Net Cash Proceeds with respect to any Prepayment Date were Transaction, apply such Net Cash Proceeds to prepay the Revolving Credit Termination Date. The Borrower shall immediately make Bridge Loans pursuant to this Section 2.4, without premium or penalty, by paying to each Lender an amount equal to 100% of such prepayment together with Lender's pro rata share of the aggregate principal amount of the Bridge Loans to be prepaid, plus all accrued fees and all accrued and unpaid interest accrued thereon to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertyprepayment.

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

Mandatory Prepayment. If at any time from and after the --------------------- Closing Date, the Company, the Borrower, or any of its consolidated Subsidiaries receives proceeds from the sale or refinancing of an unencumbered Project, the Borrower shall be required to prepay a portion of the Loan in an amount equal to the Net Cash Proceeds received. Notwithstanding the foregoing, in no event shall the Borrower be required to prepay any portion of the Loan in the event that the property commonly known as 538 Broadhollow Road, Melville, New York is sold or refinanced on xx xxxxxx xxx xxxx xxxxx xx xxxxxx (00) days from the date hereof. If at any time from and after the Closing Date: (i) either the Company or the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower Company or the CompanyBorrower, as the case may be, is not the surviving entity, or (yii) a majority of the board of directors of the Company, and the majority Borrower, any of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, Affiliates or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its consolidated Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 3380% of the total number of shopping centers Projects in which the Borrower has an 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 DateDate and, the Revolving Credit Commitment thereupon shall be terminated. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to -------------- prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) (other than amounts -------------- prepaid pursuant to the first sentence of this Section 4.1(d)) may not be -------------- reborrowed. As used in this Section 4.1(d) only, the phrase “"sells, -------------- transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated Businessesof its consolidated Subsidiaries, or (ii) mortgages or other security interests secured by Real Property or other Property.

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

Mandatory Prepayment. If at any time from The Borrower's obligations under the Subordinated Debentures and after this Agreement are not assumable. Subject to the Closing DateSubordination Agreement, upon (a) a Change of Control, or (b) the sale or disposition by the Sponsor Group of Equity Interests of Holdings or Intermediate Holdings with a value of $35,000,000 or more in aggregate, each Lender shall have the right (but not the obligation) to require the Borrower to: (i) either the Borrower prepay all or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority any portion of the board of directors of the Company, and the majority of its senior management, immediately prior Subordinated Debentures held by such Lender for an amount equal to the merger do not continue as directors then outstanding principal balance, all accrued but unpaid interest thereon, plus all PIK Amounts and 50% 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 (Repayment Charge computed in accordance with GAAP but without deduction for depreciationSection 2.06(a), in provided that any prepayment under this Section 2.07 that occurs prior to the aggregate 18 month anniversary of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30the date hereof shall be subject to a Repayment Charge equal to 6.0% of the Capitalization Value, or any principal prepaid (iiiexcluding any PIK Amount); and (ii) the pay in full a corresponding portion of Capitalization Value attributable the other Obligations owing to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Valuesuch Lender, 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 amount 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 calculated on the date of prepayment and be payable in cash on such date. On the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters date 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 thereofprepayment, 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 Lenders of the Lenders. Amounts Subordinated Debentures being prepaid pursuant to this Section 4.1(d) may not be reborrowed2.07, the price specified above, by wire transfer of immediately available funds to an account designated by such Lender. As used Concurrently therewith, each Lender of Subordinated Debentures being prepaid in full shall deliver to the Borrower the original copy of its Subordinated Debenture or an affidavit of loss thereof in a form that is reasonably satisfactory to the Borrower. Any offer made by the Borrower pursuant to this Section 4.1(d) only, 2.07 shall be irrevocable so long as the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real PropertyChange of Control occurs.

Mandatory Prepayment. If at any time from and Having heretofore given notice to the holders of the Control Event in respect of the pending Blackstone Merger, promptly after the Closing Date: (i) either effective date of the Borrower or First Amendment, and in any event within 5 days, the Company merges shall give notice of prepayment of all Notes pursuant to Section 8.2(c), which notice shall not be rescindable except in the event that the Company provides a certificate from a Responsible Officer to each holder certifying that efforts to effect the Blackstone Merger have ceased or consolidates been abandoned, with another Person and either (x) the Borrower an estimated prepayment date of November 14, 2007 or the Company, such other date as the case may be, Blackstone Merger is scheduled to occur; provided such date is not the surviving entitylater than January 1, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest 2008 (the date any such event shall occur being on which prepayment is made, the “Blackstone Prepayment Date”), and shall prepay all, but not less than all, of the Revolving Credit Commitments Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner (any such disclosed beneficial owner being identified on Schedule I to the First Amendment) shall be terminated mean such beneficial owner) on the Blackstone Prepayment Date, at 100% of the principal amount so prepaid, accrued and unpaid interest on 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 Notes accrued to the date of prepayment and the Make-Whole Amount determined for the prepayment on the date with respect to such principal amount prepaid and (in aggregate, the “Prepayment Amount”). Any prepayment made pursuant to this Section 8.2(c)(i) 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 made in accordance with the provisions of Section 3.4 14.2, except that payment by the Company to the holders will be made to The Bank of New York (or such other bank as the Company shall apply so select with notice to the Holders (the “Paying Agent”), which shall act as paying agent for the purposes of dispensing payment to the holders in accordance with Schedule A to the Note Agreement. Upon payment of the Prepayment Amount by the Company to the Paying Agent, the debt represented by the Notes shall be satisfied and discharged and the Borrower provisions of Sections 7, 8, 9 and 10 shall comply cease to have effect; provided that if the First Amendment shall cease to be effective in accordance with Section 2 of the same. In connection with the prepayment of any Loan prior to the maturity thereofFirst Amendment, the Borrower provisions of Section 7, 8, 9 and 10 shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall automatically be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertyreinstated.

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

Mandatory Prepayment. (i) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) within any twelve (12) month period, the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns assigns, conveys or conveys suffers foreclosure as to assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, foreclosures or conveyances exceeds 30% twenty percent (20%) of the then Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings (exclusive of Limited Minority Holdings existing as of the Closing Date) of the Borrower and its Consolidated Businesses exceed Subsidiaries exceeds twenty percent (20% %) of the then Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% seventy-five percent (75%) of the total number of shopping centers Real Properties in which the Borrower has an ownership interest (exclusive of Properties which are Limited Minority Holdings) (the date any such event shall occur being the “"Prepayment Date”"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Maturity Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d4.1(c)(i) may not be reborrowed. As used in this Section 4.1(d4.1(c)(i) only, the phrase “"sells, transfers, assigns or conveys” " shall not include (i) sales or conveyances among Borrower and any Consolidated BusinessesSubsidiaries, or (ii) the granting of mortgages secured by Real Property, or (iii) sales or conveyances of Securities in the Borrower or in newly-formed Subsidiaries or Minority Holdings in connection with the acquisition of interests in Real Property.

Mandatory Prepayment. If (a) If, as a result of acceleration, voluntary prepayment, scheduled payment or otherwise in respect of the Collateral Notes, Pechiney at any time or from and after the Closing Date: time to time makes any payment of principal of a Collateral Note (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) each a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”"PRINCIPAL PAYMENT"), the Revolving Credit Commitments Borrower shall immediately prepay the principal amount of the Note. Such prepayment shall be terminated equal to 85% of such Principal Payment, and, provided that no Default (under either this Agreement or under the Triarc Credit Agreement) or Event of Default has occurred and is continuing (and the Borrower shall immediately provide to the Bank a certificate confirming that no Default or Event of Default has occurred and is continuing), promptly and in any event within three Business Days an amount (the "EXCESS PORTION") equal to 15% of such Principal Payment shall be required paid to prepay the Loans Borrower. The Bank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in their entirety as accordance with, but subject to, the foregoing sentence. It is understood and agreed that if the Prepayment Date were amount equal to 85% of the Revolving Principal Payment exceeds the outstanding principal amount of the Note, an amount equal to such excess shall be paid by the Borrower to NationsBank, N.A. for application against the aggregate principal amount of the Demand Loans outstanding and other obligations under the Triarc Credit Termination DateAgreement. The Borrower . (b) If any Default or Event of Default has occurred and is continuing when any Pechiney Proceeds are received or otherwise being held by the Depositary Bank, the Collateral Agent or the Bank, the entire amount of such Pechiney Proceeds shall immediately make such prepayment together with interest accrued be paid to the date Bank and applied by the Bank as a payment of principal of the prepayment Note or applied by the Bank as a payment of interest on the principal amount prepaid and Note or other obligations of the Borrower hereunder, as the Bank in its sole discretion shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event determine (it being understood that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with have no right whatsoever to receive any portion of such proceeds, except pursuant to Section 15 of the samePledge Agreement). In connection with If the prepayment Pechiney Proceeds exceed the principal of any Loan prior to and interest on the maturity thereofNote and the other obligations of the Borrower hereunder, the Borrower shall pay an amount equal to such excess to NationsBank, N.A. for application against the aggregate principal amount of Demand Loans and other obligations outstanding under the Triarc Credit Agreement. It is also pay understood that upon the payment of any applicable expenses pursuant Pechiney Proceeds in respect of the principal of the Collateral Notes, NationsBank, N.A. may at any time thereafter decrease the Original Advance Percentage (as defined in the Triarc Credit Agreement) and the Margin Call Percentage (as defined in the Triarc Credit Agreement)(in either case, to Section 5.2(fsuch percentage as the Bank may in its sole and absolute discretion determine) by giving either Borrower thereunder notice of such revised percentage. If such a decrease results in a "Default" under the Triarc Credit Agreement, then (i) the decrease will constitute a Default hereunder, (ii) so long as any such "Default", or any other Default or Event of Default, shall occur and be continuing, the Borrower shall no right to receive any portion of the Pechiney Proceeds, (iii) if any "Event of Default" (as defined in the Triarc Credit Agreement). Each , or any other Event of Default shall occur and be continuing, such prepayment shall Pechiney Proceeds may be applied to prepay ratably the Loans payment of the Lenders. Amounts prepaid pursuant Borrower's obligations hereunder or to this Section 4.1(dthe obligations under the Triarc Credit Agreement, and (iv) may not be reborrowed. As used if such "Default" under the Triarc Credit Agreement is cured or waived, and no other Default, Event of Default or "Event of Default" (as defined in this Section 4.1(dthe Triarc Credit Agreement) onlyhas occurred and is continuing, the phrase “sellsBank will upon request promptly and in any event within three Business Days return to the Borrower the Excess Portion of such Principal Payment, transfersto the extent not applied to the Borrower's obligations hereunder or under the Triarc Credit Agreement in accordance with clause (iii) hereof (and the Bank agrees to direct the Depositary Bank and the Collateral Agent to pay the Excess Portion of the Principal Payment to the Borrower in accordance with, assigns or conveys” shall not include but subject to, this clause (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertyiv)).

Mandatory Prepayment. (a) If a Borrower or a Restricted Subsidiary shall at any time from and Transfer any single Property or group of Properties, then the Borrowers shall, prior to or concurrently with the consummation of such Transfer, make a mandatory prepayment of the outstanding principal balance of the Loan in an amount equal to the applicable Net Liquidation Proceeds; provided that with -------- respect to any Transfers that occur after the Closing Date: Principal Indebtedness has been reduced to $1 billion, if required under the Revolving Credit Agreement, the applicable Net Liquidation Proceeds shall be applied toward mandatory prepayments of the outstanding principal balances of the Loan and the Revolving Credit Loans, pro rata in accordance with their then-outstanding principal --- ---- balances (provided that the outstanding principal balance of the Revolving Credit Loans for this purpose shall at no time be higher than the Maximum Revolving Credit Loan Amount at such time). Notwithstanding the foregoing, if the Revolving Credit Agreement is the Existing Revolving Credit Agreement, then regardless of the amount of the Principal Indebtedness, Net Liquidation Proceeds shall be applied toward the prepayment of the Revolving Credit Loans only if and to the extent required in order for the Operating Partnership to remain in compliance with the Revolving Credit Agreement, and the entire remainder of the Net Liquidation Proceeds shall be applied toward the mandatory prepayment of the outstanding principal balance of the Loan. Each mandatory prepayment hereunder shall be accompanied by (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 amount 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 accrued 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 unpaid 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 so prepaid, (ii) all other amounts then due and shall return or cause payable under the Loan Documents, and (iii) if such prepayment does not occur on the Payment Date, any applicable Breakage Costs (except that if amounts required to be returned all Letters applied toward the mandatory prepayment of Credit to the applicable Lender. In Loan are received by the event Borrowers on a date that any Letter of Credit shall is not be returneda Payment Date, then provided no Event of Default is then continuing, the provisions Borrowers shall have the option of depositing the amount of such mandatory prepayment into escrow with the Administrative Agent on behalf of the Lenders with irrevocable instructions that such amount be applied toward such prepayment on the first Payment Date thereafter). All prepayments and associated payments under this Section 3.4 1.7(a) shall apply be made to -------------- the Administrative Agent for the ratable benefit of the Lenders in accordance with their respective Commitment Percentages, 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 principal amounts thereof shall be applied first to prepay ratably reduce the Loans outstanding principal balance of the Lenders. Amounts prepaid pursuant Notes ----- issued by Calwest and the Acquisition Vehicle, until those Notes have been repaid in full, and second to this Section 4.1(d) may not reduce the outstanding principal balance of the ------ Notes issued by the Operating Partnership; provided that with respect to any -------- Transfer of a Property that is owned by the Operating Partnership or any of its Subsidiaries, such principal amounts shall be reborrowed. As used applied first to reduce the outstanding principal balance of the Notes issued by the Operating Partnership, until those Notes have been repaid in this Section 4.1(d) onlyfull, and second to reduce the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower outstanding principal balance of the Notes issued by ------ Calwest and any Consolidated Businesses, or (ii) mortgages secured by Real Propertythe Acquisition Vehicle.

Mandatory Prepayment. If Borrower shall at any time from receive the Termination Fee, Borrower shall promptly, and after in any event within two (2) Business Days following Borrower’s receipt of the Closing Date: Termination Fee, and in lieu of the amounts payable under Section 2.11, deliver to Bank good funds in an amount equal to (i) either the Borrower or the Company merges or consolidates with another Person and either fifty percent (x50%) 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 Termination Fee plus (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% additional portion of the Capitalization ValueTermination Fee, or if any, that is necessary to fully pay the amounts described in clauses (iiiA) and (B) of this Section 2.12, and which funds shall be applied as follows: (A) first, to pay any deferred amounts owing under the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings Loans, including any Required Amortization Payments and Deferred Required Principal Curtailment that were not paid on December 31, 2018 as a result 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 deferral provisions of Section 3.4 shall apply and 2.11 until paid in full, (B) second, without duplication of the Borrower shall comply with the same. In connection with the prepayment payments required by clause (A) of any Loan prior to the maturity thereofthis Section 2.12, the Borrower shall also pay any applicable expenses pursuant to cumulative amount of all Cure Amounts that were not paid on September 30, 2018 and December 31, 2018 as a result of the deferral provisions of Section 5.2(f). Each such prepayment 2.11 or Section 10.5 until paid in full, which amounts shall be applied to prepay ratably the Loans unpaid principal amount of the Lenders. Amounts prepaid pursuant Term Loan which payment shall be applied to installments thereof in inverse order of their maturity until paid in full, (C) third, to reduce the outstanding principal balance of the Revolving Loans to not more than $200,000, and (D) fourth, to the extent the sum of the payments required by clauses (A), (B) and (C) of this Section 4.1(d2.12 do not equal fifty percent (50%) may not of the Termination Fee, amounts to reduce the unpaid principal amount of the Term Loan which payment shall be reborrowedapplied to installments thereof in inverse order of their maturity until paid in full. As used in To the extent permitted by the foregoing sentence, amounts prepaid shall be applied to any then outstanding LIBOR Advances with the shortest Interest Period remaining. No dispute or delay with respect to the payment or collection of the Termination Fee will further delay the due date of any payments required by this Agreement, including those required by Section 2.2 and Section 2.11. Failure to make the mandatory prepayments required by this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” 2.12 shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Propertybe an Event of Default.”

Mandatory Prepayment. (A) If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business sells, transfers, assigns or conveys assets, the book value of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances 52 exceeds 30% of the Capitalization Value, or (iii) the portion of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) the Borrower or its Subsidiaries or Affiliates or the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% of the total number of shopping centers in which the Borrower has an ownership interest (the date any such event shall occur being the “Prepayment Date”"PREPAYMENT DATE"), the Revolving Credit Commitments shall be terminated and the Borrower shall be required to prepay the Loans in their entirety as if the Prepayment Date were the Revolving Credit Termination Date. The Borrower shall immediately make such prepayment together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the same. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

Mandatory Prepayment. If at any time from and after the Closing Date: (i) either the Borrower or the Company merges or consolidates with another Person and either (x) the Borrower or the Company, as the case may be, is not the surviving entity, or (y) a majority of the board of directors of the Company, and the majority of its senior management, immediately prior to the merger do not continue as directors of the surviving entity, or do not continue to be employed as senior management of the surviving entity, or (ii) the Borrower or any Consolidated Business Subsidiary or any Minority Holding sells, transfers, assigns or conveys assets, the book value (of the Borrower) of which (computed in accordance with GAAP but without deduction for depreciation), in the aggregate of all such sales, transfers, assignments, foreclosures, or conveyances exceeds 30would cause the Capitalization Value immediately after such sale to be less than 75% of the Capitalization ValueValue set forth in the Compliance Certificate delivered pursuant to Section 5.1(j); 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 (iiiC) the portion sales or conveyances of Capitalization Value attributable to the aggregate Limited Minority Holdings of the Borrower and its Consolidated Businesses exceed 20% of Capitalization Value, or (iv) Securities in the Borrower or its TMC or in newly-formed Subsidiaries or Affiliates or Minority Holdings in connection with the Management Company ceases to provide directly or through their Affiliates property management and leasing services to at least 33% acquisition of the total number of shopping centers in which the Borrower has an ownership interest Real Property; (the date any such event in (i) or (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 the Prepayment Date were the Revolving Credit Termination Date and the Term Loan Maturity Date. The Borrower shall immediately make such prepayment on the Prepayment Date together with interest accrued to the date of the prepayment on the principal amount prepaid and shall return or cause to be returned all Letters of Credit to the applicable Lender. In the event that any Letter of Credit shall not be returned, then the provisions of Section 3.4 shall apply and the Borrower shall comply with the sameprepaid. In connection with the prepayment of any Loan prior to the maturity thereof, the Borrower shall also pay any applicable expenses pursuant to Section 5.2(f4.2(f). Each such prepayment shall be applied to prepay ratably the Loans of the Lenders. Amounts prepaid pursuant to this Section 4.1(d3.1(d) may not be reborrowed. As used in this Section 4.1(d) only, the phrase “sells, transfers, assigns or conveys” shall not include (i) sales or conveyances among Borrower and any Consolidated Businesses, or (ii) mortgages secured by Real Property.

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

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

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

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