Capital Cash Flow. As used in this Agreement, “Capital Cash Flow” shall mean and be defined as collectively # gross proceeds realized in connection with the sale of any assets of the Partnership, # gross financing or refinancing proceeds, # gross condemnation proceeds (excluding condemnation proceeds applied to restoration of remaining property) and # gross insurance proceeds (excluding rental insurance proceeds or insurance proceeds applied to restoration of property), less # closing costs, # the cost to discharge any Partnership financing encumbering or otherwise associated with the asset(s) in question, # the establishment of reserves (as determined by the General Partner, and which may include cash held for future acquisitions), and # other expenses of the Partnership then due and owing. Subject to Sections 8.6 and 14.2 below, Capital Cash Flow shall be distributed to or for the benefit of the Partners not less frequently than annually, and in any event as provided in the Unit Certificate and shall be distributed first to the holders of Preferred Units in the order of their preference and next to the other Partners, in accordance with the respective Percentage Interests of the Partners on the date of such distribution.

On any Disbursement Date, if the amount of Cash Flow available in the Deposit Account shall be sufficient to pay, and are available and allocable from the Deposit Account pursuant to the Cash Management Period Waterfall to pay, all Additional Amounts, Loan Debt Service Payments, Monthly Impounds and/or other amounts due under the Loan Documents on such Disbursement Date (in each case, following the payment of all amounts required to be paid prior to the payment of such amounts pursuant to the Cash Management Period Waterfall), then such circumstance shall constitute timely performance of Borrowers’ obligations to make the applicable required payments of such amounts on such Disbursement Date.

Cash Flow Forecast. No later than 60 days prior to the Maturity Date, # a cash flow forecast as of such date and # if such cash flow forecast does not demonstrate, in a manner satisfactory to Administrative Agent in its reasonable discretion, that the Obligations will be paid in full on the scheduled maturity date thereof, a management plan, in form and substance acceptable to Agents in their reasonable discretion, which shall provide in reasonable detail Borrowers’ sources of debt or equity financing permitted hereunder in an amount sufficient to pay in full the Obligations on or prior to the stated maturity date thereof, together with copies of documentation for legally binding commitments for such debt or equity financing, in form and substance acceptable to Administrative Agent in its discretion.

Excess Cash Flow. The Borrower shall make prepayment on the Loan Obligations in an amount equal to the percentage of Consolidated Excess Cash Flow for fiscal years ending December 31, 2016 and thereafter as shown below:

Borrowers shall be obligated to pay (with Borrowers’ own funds) all Additional Amounts, Loan Debt Service Payments, Monthly Impounds and/or other amounts due under the Loan Documents, if the amount of Cash

Cash Flow Shortfall. If, for the period from the Effective Date to December 31, 2018 (the “Interim Testing Period”), there is a Cash Flow Shortfall (as defined below), Guarantor shall, on or before forty-five (45) days following the end of the Interim Testing Period, promptly deposit, into a blocked interest bearing account (the “Blocked Account”) in the name of Guarantor subject to an account control agreement with the Agent, cash collateral securing this Obligation Guaranty in the amount of such Cash Flow Shortfall. Agent shall hold such cash collateral securing this Obligation Guaranty until the determination of whether and how much of a capital contribution is due pursuant to the following sentence. If, for the period from the Effective Date to the second anniversary of the Effective Date (the “Final Testing Period”), there is a Cash Flow Shortfall, Guarantor shall, on or before forty-five (45) days following the end of the Final Testing Period, make a cash capital contribution to the Borrower in at least the amount of such Cash Flow Shortfall. Guarantor may use cash collateral deposited pursuant to this Section 2 only toward the satisfaction of its obligation to make a capital contribution pursuant to this Section 2. The Agent shall return and/or release any remaining such cash collateral to Guarantor promptly following receipt of financial reporting reasonably satisfactory to the Agent demonstrating the amount of any such cash capital contribution obligation pursuant to this Section 2 and the satisfaction of any such obligation.

Excess Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2020) when the Consolidated Secured Leverage Ratio as of the last day of such Fiscal Year is greater than or equal to 2.50 to 1.00, within five (5) Business Days after the earlier to occur of # the delivery of the financial statements and related Compliance Certificate for such Fiscal Year pursuant to [Section 7.1(b)] and [Section 7.2] and # the date on which the financial statements and the related Compliance Certificate for such Fiscal Year are required to be so delivered, the Borrower shall make mandatory principal prepayments of the Term Loan in the manner set forth in clause (v) below in an amount equal to # fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year minus # the aggregate principal amount of all optional prepayments of the Term Loan, the Revolving Credit Facility (to the extent accompanied by a corresponding reduction in the Revolving Credit Commitment), the Existing Term Loan, Senior Unsecured Notes of the Borrower or any other Indebtedness that is secured on a pari passu basis with the Term Loan, in each case during such Fiscal Year, solely to the extent that such prepayments are not funded with the incurrence of any Indebtedness or any other proceeds not included in Consolidated EBITDA, solely to the extent that such amount exceeds $7,500,000.

Indebtedness and Cash Flow Covenants. The Borrower shall not permit:

Indebtedness and Cash Flow Covenants. The Borrower shall not permit:

Operating Cash Flow. As used in this Agreement, “Operating Cash Flow” shall mean and be defined as all cash receipts of the Partnership from whatever source (but excluding Capital Cash Flow and proceeds of Capital Contributions) during the period in question in excess of all items of Partnership expense (including prepaid expense, financing costs and similar items but excluding non-cash expenses such as depreciation and costs and expenses paid with Capital Contributions) and other cash needs of the Partnership, including, without limitation, amounts paid by the Partnership as principal on debts and advances, during such period, capital expenditures and any reserves (as reasonably determined by the General Partner) established or increased during such period provided that the expenses listed in Section 8.2 shall not be considered expenses under this Section 8.1. Subject to Section 8.6 below, Operating Cash Flow shall be distributed to or for the benefit of the Partners not less frequently than annually, and shall be distributed # first, to holders of any class of Preferred Units in accordance with their Percentage Interests in an amount equal to all preferential distributions on such Preferred Units as set forth in the Unit Certificate for such class and at the times set forth therein, and # ACTIVE/98509230.8