Common use of Additional Collateral Clause in Contracts

Additional Collateral. In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liens.

Additional Collateral. In (a) With respect to any Assets (or any interest therein) acquired after the Closing Date by any Borrower or any Subsidiary (other than the Excluded Subsidiaries) that are of a type covered by the Lien created by any of the Loan Documents but which are not so subject, promptly (and in any event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than within thirty (30) days following after the formation of such Unencumbered Loan SPV acquisition thereof): (and prior to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and i) execute and deliver, or cause such Subsidiary (other than the Excluded Subsidiaries) to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, to Bank such amendments to the relevant Loan Documents or such other documents as Bank shall deem necessary or advisable to grant to Bank a Lien on such Assets (or such interest therein), (ii) take all actions, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any the Excluded Subsidiaries) to take all actions, necessary or advisable to cause such Subsidiary that is an Excluded Subsidiary but solely Lien to the extent that (i) be duly perfected in accordance with all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary areapplicable law, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, the filing of financing statements in such jurisdictions as may be requested by Bank, (iii) if requested by Bank, deliver to Bank legal opinions relating to the matters described in the immediately preceding clauses (i) and (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Bank, and (iv) if requested by Bank, deliver to Bank evidence of insurance as required by Section 6.5. (b) Without limiting the generality of Section 6.13(a), except as otherwise provided in Section 6.13(c), each Borrower shall pledge to Bank all of its right, title and interest in and to the Capital Stock of each presently existing and hereafter acquired or formed Subsidiaries pursuant to a Stock Pledge Agreement, and such Borrower shall take such actions as Bank shall reasonably require to perfect its security interest in all such Capital Stock; provided that Borrowers shall not acquire or form any Equity Interests of any Subsidiarynew Subsidiaries except as otherwise permitted under Section 7.8(b). (c) that is Notwithstanding Section 6.13(b), Borrowers shall only be required to become Collateral and such interest has not otherwise been made subject to the Lien pledge sixty-five percent (65%) of the Collateral Documents in favor Capital Stock of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty Excluded Subsidiaries (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) except with respect to such property or asset any Excluded Subsidiary that Collateral Agent is treated as a disregarded entity under the I.R.C., Borrowers shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Lienscomply with Section 6.13(b) and this Section 6.13(c) shall not be applicable).

Additional Collateral. In (a) It is the event intention of the parties hereto that BSL Holdings-Tthe Obligations and guarantees thereof be secured by a perfected first priority security interest in the following properties of the Borrower and the Eligible Guarantors (i) if the Total Reserve Value is less than $150,000,000, LLC forms any Unencumbered Loans SPVOil and Gas Properties representing at least 85% of the PV-10 Value of the Oil and Gas Properties included in the most recently delivered Reserve Report, then BSL Holdings-T(ii) all of the gathering system assets, LLC shall promptly(iii) all accounts receivable, but in no event later equipment, inventory, and intangibles and (iv) all of the Capital Stock of the Borrower and the Eligible Guarantors other than thirty (30) days following as set forth on Schedule 5.19. Accordingly, with respect to assets acquired after the formation of such Unencumbered Loan SPV (and prior Effective Date that are intended to be subject to the inclusion Lien created by any of the Security Documents but which are not so subject (other than any Unencumbered Loan owned by such Unencumbered Loan SPV assets described in the Borrowing Baseparagraph (b) of this subsection), take all such actions the Borrower and execute the Eligible Guarantors shall, from time to time (and, in any event, (x) within 30 days after the request by the Collateral Agent to do so and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(cy) with respect to Oil and Gas Properties, only to the Equity Interests of extent necessary to ensure compliance with subsection 7.11), (A) execute and deliver to the Collateral Agent such Unencumbered Loans SPV held by BSL Holdings-T, LLC that amendments to the relevant Security Documents or such other documents as the Collateral Agent shall reasonably request deem necessary or advisable to create in favor of grant to the Collateral Agent, for the benefit of Secured Partiesthe Lenders, a valid andperfected, subject first priority Lien on such assets, (B) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent, and (C) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (A) and (B) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (b) With respect to any filing and/or recording referred to hereinPerson that, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior subsequent to the inclusion of such Real Estate Asset in the Borrowing BaseEffective Date, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any becomes a Subsidiary of the Borrower that directly owns Borrower, promptly upon the Equity Interests request of the Collateral Agent: (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Collateral Agent, and (B) to take all actions reasonably necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Real Estate Asset Holding Subsidiary Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent, (ii) cause the Capital Stock of such Person owned by the Borrower and all any of the Equity Interests Eligible Guarantors to be pledged to the Collateral Agent, for the ratable benefit of any Subsidiary the Lenders, pursuant to documentation reasonably satisfactory to the Collateral Agent, and take all actions reasonably necessary or advisable to cause the Lien thereon to be duly perfected in accordance with all applicable Requirements of Law, and deliver the certificates representing such Capital Stock to the Collateral Agent, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Eligible Guarantors, as the case may be and (other than any such Subsidiary that is an Excluded Subsidiary but solely iii) if requested by the Collateral Agent, deliver to the extent that Collateral Agent legal opinions relating to the matters described in clauses (i) all of and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Equity Interests in such Excluded Subsidiary are held Collateral Agent. (c) With respect to any Oil and Gas Property acquired after the Effective Date by the Borrower or a Guarantor any Subsidiary, promptly (and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly event within 30 days after the acquisition thereof) but only to the extent required to maintain compliance with subsection 7.11: (i) execute and deliver to the Collateral Agent such amendments to the relevant Security Documents or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in such other documents as the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall deem reasonably request necessary or advisable to create in favor of grant to the Collateral Agent, for the benefit of Secured Partiesthe Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (Oil and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and Gas Property; (ii) the Equity Interests held by take all actions reasonably necessary or advisable to cause such Excluded Subsidiary Lien to be duly perfected in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary areaccordance with all applicable Requirements of Law, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests the filing of any Subsidiary) that is required to become Collateral and mortgages, deeds of trust or like documents or financing statements in such interest has not otherwise been made subject to the Lien of jurisdictions as may be requested by the Collateral Documents in favor of Agent; and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (d) To the extent that motor vehicles subject to certificate of title statutes owned by the Borrower or any of the Eligible Guarantors have an aggregate value exceeding $2,000,000, the Collateral Agent may request, and the Borrower shall, and shall cause the Eligible Guarantors to, within 30 days of such request deliver each certificates of title applicable to such motor vehicles, duly endorsed by the Borrower or any of the Eligible Guarantors to permit the Collateral Agent to note its Lien for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien Lenders on such property or asset, in each case, subject to Qualified Permitted Lienscertificates of title.

Additional Collateral. In (i) Subject to applicable law, each Loan Party will cause any domestic Subsidiaries formed or acquired after the event that BSL Holdings-Tdate of this Agreement (other than any Excluded Subsidiary) to become a guarantor of the Obligations (including, LLC forms without limitation, any Unencumbered Loans SPVPrepayment Premium) by executing a joinder to this Agreement, then BSL Holdings-T, LLC shall promptly, but and to grant first priority Liens to the Lender in no event later than thirty (30) days following the formation all Collateral of such Unencumbered Loan SPV (Subsidiary pursuant to Collateral Documents in form and prior substance reasonably satisfactory to the inclusion of any Unencumbered Lender; (ii) without limiting the foregoing, each Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and Party will execute and deliver, or cause to be executed and delivered, all to the Lender such documents, agreements and instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, will take all such actions and execute and deliver, or cause to be executed taken such further actions (including the filing and deliveredrecording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which the Lender may, from time to time, reasonably request, to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority (subject to Permitted Liens) of the Liens created or intended to be created by the Collateral Documents, all such documents, instruments, agreements, opinions at the expense of the Loan Parties to the extent provided in Section 9.03; and certificates (includingiii) subject to any applicable thresholds or limitations in the Collateral Documents, if applicable, stock certificates and appropriate instruments any material assets (including any real property or improvements to such property or any interest in such property) are acquired by any Loan Party outside the ordinary course of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to business after the Equity Interests date of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower this Agreement (other than any such Subsidiary assets constituting Collateral that is an Excluded Subsidiary but solely become subject to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create Lien in favor of the Lender pursuant to the Collateral AgentDocuments upon acquisition thereof or specifically excluded collateral), for the benefit of Secured Parties, a valid Loan Parties will (1) notify the Lender thereof and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held if reasonably requested by the Borrower or Lender, cause such assets to be subjected to a Guarantor and (ii) Lien securing the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset Obligations (including, without limitation, any Equity Interests Prepayment Premium) and (2) take, and cause each Subsidiary to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in clause (iii) of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject this Section, all at the expense of the Borrowers to the Lien of the Collateral Documents extent provided in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensSection 9.03.

Additional Collateral. In At any time and from time to time, the event that BSL Holdings-T, LLC forms Company or any Unencumbered Loans SPV, then BSL Holdings-T, LLC other Pledgor shall promptly, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior be required to or elects to grant to the inclusion Trustee a Security Interest in additional Collateral pursuant to the provisions of this Indenture (including without limitation Section 4.16 hereof) or the Security Documents, the Company and any Unencumbered Loan owned by such Unencumbered Loan SPV Pledgor shall comply with the provisions of this Section 11.05. The Company and any such Pledgor shall deliver to the Trustee the following documents: (a) an instrument or instruments in recordable form sufficient for the Lien of the Security Documents to cover the additional Collateral; (b) in the Borrowing Base), take all case of additional Collateral which constitutes personal property having a value in excess of $2,000,000: (1) an Opinion of Counsel stating that the Lien of the Security Documents constitutes a direct and valid and perfected Lien on such actions and execute and deliver, or cause additional Collateral; (2) an Officers' Certificate of the Company stating that any specific exceptions to such Lien are Liens of the character which were permitted to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) Prior Liens under the Security Documents with respect to the Equity Interests Collateral; and (3) evidence of such Unencumbered Loans SPV held payment or a closing statement indicating payments to be made by BSL Holdings-Tthe applicable Pledgor of all filing fees, LLC that Collateral Agent shall reasonably request to create in favor recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of Collateral Agent, counsel for the benefit Trustee (and any local counsel) that may be incurred to validly and effectively subject such personal property to the Lien of Secured Parties, any applicable Security Document to perfect such Liens; (c) in the case of additional Collateral which constitutes Real Property: (1) a policy of title insurance (or a commitment to issue title insurance) insuring that the Lien of the Security Documents constitutes a direct and valid and, and perfected mortgage Lien on such additional Collateral (subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of no Prior Liens other than Prior Liens which were permitted under the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) Security Documents with respect to the Equity Interests Collateral being replaced by such additional Collateral) in an aggregate amount equal to the Fair Market Value of such additional Collateral and containing the same endorsements in the title insurance policies provided to the Senior Bank Agent and contain only such exceptions to title as shall be Prior Liens and such exceptions as are in title policies provided to the Senior Bank Agent in respect of the applicable Real Estate Asset Holding Subsidiary Senior Bank Debt; (together with all 2) an Officers' Certificate of the Equity Interests Company stating that any specific exceptions to such title insurance or title opinion are Liens permitted to be on Collateral pursuant to the provisions of Section 4.21; (3) a survey with respect to such Real Property substantially in the form thereof, if any, delivered to the Senior Bank Agent in connection with the Lien granted to the Senior Bank Agent with respect to such Real Property; (4) a policy or certificate of insurance as required by any Subsidiary Mortgage relating to such Real Property, which policy or certificate shall bear mortgagee endorsements of the Borrower that directly owns the Equity Interests character required by such Mortgage; (5) evidence of payment or a closing statement indicating payments to be made by the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear Pledgor of all Lienstitle premiums, recording charges, transfer taxes and other costs and expenses including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel) that indirectly owns any Equity Interests in the applicable may be incurred to validly and effectively subject such Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject Property to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then any applicable Security Document to perfect such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liens.Lien;

Additional Collateral. (i) Subject to the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, the Issuer and each Guarantor will cause the issued and outstanding Capital Stock (other than Excluded Capital Stock) of each Subsidiary directly owned by the Issuer or any Guarantor to be subject at all times to a first priority (subject to the Intercreditor Agreement and to other Permitted Liens), perfected Lien in favor of the Notes Collateral Agent pursuant to the terms and conditions of this Indenture and the other Collateral Documents. (ii) Subject to the limitations set forth or referenced in this Indenture, applicable law and any exceptions set forth in the Collateral Documents, the Issuer and each Guarantor will cause, except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money that is owing to the Issuer or any Guarantor to be evidenced by a duly executed promissory note and pledged and delivered to the Notes Collateral Agent under the Security Agreement and accompanied by instruments of transfer with respect thereto endorsed in blank. (iii) Each of the Issuer and each Guarantor agrees that all Indebtedness of the Issuer and each of its Subsidiaries that is owing to the Issuer or any Guarantor shall be evidenced by an intercompany note, which promissory note shall be required to be pledged and delivered to the Notes Collateral Agent under the Security Agreement and accompanied by instruments of transfer with respect thereto endorsed in blank. (b) In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptlyfurtherance of Section 4.16(b) hereof, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior subject to the inclusion of limitations set forth or referenced in this Indenture, applicable law and any Unencumbered Loan owned by such Unencumbered Loan SPV exceptions set forth in the Borrowing Base)Collateral Documents, take all such actions and without limiting the foregoing, the Issuer and each Guarantor will execute and deliverdeliver to the Notes Collateral Agent such documents, agreements and instruments, and will take or cause to be executed taken such further actions (including the filing and deliveredrecording of financing statements, all fixture filings, mortgages, deeds of trust and other documents and such documentsother actions or deliveries, instruments, agreements, opinions and certificates as applicable (including, if applicable, stock certificates and appropriate instruments including the delivery of transfer executed in blankthe Real Property Collateral Requirements), including those which are similar to those described in Sections 3.1(c) with respect to may be required by law or which the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Notes Collateral Agent shall may, from time to time, reasonably request to create in favor carry out the terms and conditions of this Indenture and the other Collateral AgentDocuments and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, for all at the benefit expense of Secured Parties, a valid and, subject the Issuer and the Guarantors. (c) Subject to any filing and/or recording the limitations set forth or referred to hereinin this Indenture, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include applicable law and any Real Estate Asset LA\4027402.11 LA\4027402.11 exceptions set forth in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (includingCollateral Documents, if applicable, stock certificates and appropriate instruments of transfer executed in blank), any material assets (including those which any real property or improvements thereto or any interest therein) are similar to those described in Sections 3.1(c) with respect to acquired by the Equity Interests of Issuer or any Guarantor after the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower Issue Date (other than any such Subsidiary assets constituting Collateral under the Collateral Documents that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Notes Collateral AgentAgent upon acquisition thereof), for the benefit of Issuer will, as soon as reasonably practicable, notify the Notes Collateral Agent in writing thereof, and the Issuer or such Guarantor will cause such assets to be subjected to a Lien securing the Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, Obligations and will take all such actions as shall be necessary or reasonably requested by the Notes Collateral Agent to grant and execute and deliverperfect such Liens, or cause to be executed and deliveredincluding actions described in paragraph (b) of this Section 13.13, all such documents, instruments, agreements, opinions at the expense of the Issuer and certificates the Guarantors. (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar d) [Reserved]. (e) Notwithstanding anything to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to contrary contained herein, perfected First Priority Lien on such property or asset, in each case, subject the Issuer and the Guarantors shall not be required to Qualified Permitted Liensinclude as Collateral any Excluded Assets.

Additional Collateral. In the event At any time that BSL Holdings-TTerm Loans are outstanding, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation connection with each redetermination of such Unencumbered Loan SPV (and prior to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions the Borrower shall review the Reserve Report and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates the list of current Mortgaged Properties (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those as described in Sections 3.1(cSection 8.11(c)(vi)) with respect to ascertain whether either (i) the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100Mortgaged Properties represent at least 80% of the Equity Interests total value of the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in the most recently completed Reserve Report or (ii) as of the date of such Unencumbered redetermination, the Term Loan SPVCollateral Coverage Ratio shall be equal to or greater than 2.5 to 1.0, in each case after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that both (A) the Mortgaged Properties represent less than 80% of the total value of the Oil and Gas Properties of the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 and its Restricted Subsidiaries evaluated in the Borrowing Basemost recently completed Reserve Report and (B) the Term Loan Collateral Coverage Ratio is less than 2.5 to 1.0, then the Borrower shall, prior and shall cause its Restricted Subsidiaries to, grant, within ninety (90) days of the delivery of the certificate contemplated by Section 8.11(c), to the inclusion of such Real Estate Asset in Administrative Agent or its designee as security for the Borrowing Base, take all such actions Indebtedness a first-priority Lien interest (subject to Liens permitted by Section 9.03 which may attach to Mortgaged Property) on additional Oil and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary Gas Properties of the Borrower that directly owns the Equity Interests and its Restricted Subsidiaries not already subject to a Lien of the applicable Real Estate Asset Holding Subsidiary and all Security Instruments such that after giving effect thereto, either (x) the Mortgaged Properties are equal to or greater than 14757977 80% of the Equity Interests total value of any Subsidiary the Oil and Gas Properties of the Borrower and its Restricted Subsidiaries evaluated in such Reserve Report or (y) the Term Loan Collateral Coverage Ratio is equal to or greater than 2.5 to 1.0. All such Liens will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements or other than any such Subsidiary that is an Excluded Subsidiary but solely Security Instruments, all in form and substance reasonably satisfactory to the extent that Administrative Agent or its designee and in sufficient executed (iand acknowledged where necessary or appropriate) all of counterparts for recording purposes. In order to comply with the Equity Interests in foregoing, if any Restricted Subsidiary places a Lien on its Oil and Gas Properties and such Excluded Restricted Subsidiary are held by the Borrower or is not a Guarantor, it shall become a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiarycomply with Section 8.13(b). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liens.

Additional Collateral. In (i) Borrowers will cause any Subsidiaries formed or acquired after the event that BSL Holdings-Tdate of this Agreement to become a Borrower hereunder by executing a joinder agreement in form and substance reasonable satisfactory to Bank, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but and to grant Liens to Bank in no event later than thirty (30) days following the formation all property of such Unencumbered Loan SPV Subsidiary pursuant to security documents in form and substance satisfactory to Bank; (ii) Borrowers will cause (1) 100% of the issued and prior outstanding Equity Interests of each of their domestic Subsidiaries and (2) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each foreign Subsidiary owned by Borrowers to be subject at all times to a perfected Lien in favor of Bank pursuant to the inclusion terms and conditions of any Unencumbered the Loan owned by such Unencumbered Loan SPV in Documents or other security documents as Bank shall reasonably request; (iii) without limiting the Borrowing Base)foregoing, take all such actions Borrowers will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, all to Bank such documents, agreements and instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, will take all such actions and execute and deliver, or cause to be executed taken such further actions (including the filing and deliveredrecording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required by law or which Bank may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Loan Documents, all such documents, instruments, agreements, opinions at the expense of Borrowers; and certificates (including, iv) if applicable, stock certificates and appropriate instruments any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrowers or their Subsidiaries after the date of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower this Agreement (other than any such Subsidiary assets constituting Collateral that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral AgentBank pursuant to the Loan Documents upon acquisition thereof or specifically excluded collateral), for Borrowers will (1) notify Bank thereof and, if requested by Bank, cause such assets to be subjected to a Lien securing the benefit of Secured PartiesObligations and (2) take, then such Credit Party shall promptlyand cause each Subsidiary to take, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions as shall be necessary or reasonably requested by Bank to grant and execute and deliverperfect such Liens, or cause to be executed and deliveredincluding actions described in paragraph (iii) of this Section, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments at the expense of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensBorrowers.

Additional Collateral. In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty Marley Station (3059003) days following the formation of such Unencumbered The related Mortgage Loan SPV (and prior documents may add as collateral to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% lien of the Equity Interests in such Unencumbered related security instrument and the related Mortgage Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that documents (i) all of real property that is contiguous to the Equity Interests related Mortgaged Property and is used in such Excluded Subsidiary are held by connection with the Borrower or a Guarantor related Mortgaged Property together with the improvements located thereon and other appurtenant rights associated therewith, (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests "Macy's Parcel" (as defined in the applicable Real Estate Asset Holding Subsidiaryrelated Mortgage Loan documents) and/or the "Hecht Parcel" (as defined in the re▇▇▇▇▇ Mortgage Loan documents) (if the Macy's Parcel or the Hecht Parcel has been previously re▇▇▇▇▇d from the lien of the related security instrument) or (iii) the improvements located on the Macy's Parcel and/or the Hecht Parcel (the "Additional Property"), subject to certain conditions, including but not limited to: (a) delivery of evidence to the mortgagee that Collateral Agent shall reasonably request to create all requirements of and obtained all approvals required under any related leases and any reciprocal easement agreements have been obtained and the Additional Property transactions will not violate any of the provisions of any Leases or any reciprocal easement agreements; (b) no Event of Default will has occurred and is continuing; (c) creation of a valid and enforceable liens upon the Additional Property in favor of Collateral Agentmortgagee; (d) delivery to the mortgagee of an updated Title Insurance policy, for survey, certificates of insurance, physical conditions or engineering report and environmental reports acceptable to the benefit mortgagee; (e) delivery to the mortgagee of Secured Partiesvarious opinions including, a valid andbut not limited to, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% an update of the Equity Interests in such Subsidiary subject non-consolidation opinion indicating that the addition does not affect the opinions set forth therein and an opinion of counsel acceptable to Qualified Permitted Liens (and all the rating agencies that the Addition does not constitute a "significant modification" of the Equity Interests of any Subsidiary Loan under Section 1001 of the Borrower that directly owns Code or otherwise cause a tax to be imposed on a "prohibited transaction" by any REMIC Trust; and (f) delivery to the Equity Interests mortgagee of such Subsidiary and all a certified copy of an amendment to the related Management Agreement reflecting the addition of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or Additional Property as a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liensmanaged pursuant thereto.

Additional Collateral. In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event Not later than thirty sixty (3060) days following (or such longer date as may be reasonably agreed by the formation Collateral Trustee upon receiving written instruction, advice or concurrence of such Unencumbered Loan SPV the Holders of twenty five percent (and prior 25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the inclusion Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the acquisition or creation by any Restricted Collateral Subsidiary of any Unencumbered Loan owned asset (including Intellectual Property but only to the extent that a first priority perfected Lien would have been required under the terms of the Security Documents granted by Maxeon Solar Pte. Ltd. had such Unencumbered Loan SPV in Intellectual Property been registered under the Borrowing Basename of Maxeon Solar Pte. Ltd.), take all except for any asset that constitutes Excluded Assets, that is material to the business or operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s first priority perfected Lien pursuant to pre-existing Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such actions and execute and deliver, or cause asset to be executed and deliveredsubject to a first priority perfected Lien (subject to Permitted Liens, all such documents, instruments, agreements, opinions and certificates (includingany limitations required under the applicable law and/or, if applicable, stock certificates and appropriate instruments of transfer executed the exclusions set forth in blankthe relevant Security Document(s), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of the Collateral Agent, Trustee for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, Parties and take all such actions as shall be necessary or reasonably requested by the Collateral Trustee to grant and execute and deliverperfect or record such first priority Lien, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely each case to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in practicable under the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (law and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary documentation memorializing such actions shall be based on the Security Documents in effect at such time; provided that is an Excluded Subsidiary but solely this Section 3.25 shall not apply to the extent that (i) all such assets are of the Equity Interests in such Excluded Subsidiary type over which Liens are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blankpermitted under Section 3.13(H), including those which are similar to those described in Sections 3.1(cSection 3.13(K), Section 3.13(L) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensSection 3.13(BB).

Additional Collateral. In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30A) Within 60 days following the formation end of such Unencumbered Loan SPV each fiscal quarter, commencing with June 30, 2012, the Company shall (i) notify the Collateral Agent in writing, at the sole cost and prior expense of the Company, if any Obligor acquires any assets with a Fair Market Value individually in excess of $500,000 that would constitute Collateral (other than real property, which shall be the subject of Section 9.04(B)) that are not otherwise automatically subject to a perfected security interest under the Collateral Documents and (ii) to the inclusion extent applicable, shall within 60 days of any Unencumbered Loan owned by such Unencumbered Loan SPV delivery of the notice specified in the Borrowing Baseforegoing clause (i), take all such actions and to the extent required hereunder and under the Collateral Documents, execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect deliver to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request such security agreement supplements and other documentation (in form and scope, and covering such additional Collateral on terms consistent with the Pledge and Security Agreement and other Collateral Documents in effect on the Issue Date, and take such additional actions as are necessary to create and fully perfect (except to the extent perfection is not required hereunder or thereunder)) in favor of the Collateral Agent, Agent for the benefit of the Secured Parties a valid and enforceable security interest in such Collateral, which shall be free of any other Liens except for Permitted Liens. Any security interest provided pursuant this Section 9.04(A) shall be accompanied by such Opinions of Counsel to the Company as customarily given by counsel in the relevant jurisdiction. (B) If the Company or any Guarantor (i) owns, on the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 or (ii) acquires, after the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 (such interests in clause (i) and (ii) above, the “Premises”), then within 90 days of the Issue Date or the date of acquisition of such land and related improvements, as applicable, to the extent such property does not constitute Excluded Assets: (i) the Company or such Guarantor shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date, the date of acquisition of such Premises or such later date specified above, as the case may be, duly executed by the Company or the applicable Guarantor, together with related Opinions of Counsel and evidence of the completion of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby; (ii) the Company or such Guarantor shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the benefit of the Secured Parties, a valid and, subject in an amount equal to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Unencumbered Loan SPV. In Fair Market Value of the event Premises purported to be covered by the related Mortgage, insuring that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held interests created by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens; and (iii) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding SubsidiaryCompany or such Guarantor shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) that Collateral Agent shall reasonably request to create an updated survey certification in favor of the Collateral AgentAgent from the applicable surveyor stating that, for the benefit of Secured Parties, based on a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% visual inspection of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (property and all the knowledge of the Equity Interests of any Subsidiary of surveyor, there has been no change in the Borrower that directly owns facts depicted in the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower survey; or a Guarantor and (ii) an affidavit or indemnity from the Equity Interests held by such Excluded Subsidiary Company or the applicable Guarantor, as the case may be, stating that to its knowledge, there has been no change in the facts depicted in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary arethe survey, other than, in each case, free and clear changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, Premises for the benefit of Secured Parties, then Company’s or such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliverGuarantor’s business as so conducted, or cause intended to be executed conducted, at such Premises and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject in form sufficient for the title insurer issuing the title policy to Qualified remove the standard survey exception from such policy and provide survey coverage to such policy. Notwithstanding anything herein to the contrary, the Trustee makes no representation as to the validity, adequacy or sufficiency of the documents listed in clauses (i), (ii) or (iii) of this Section 9.04(B) and assumes no responsibility for their correctness. For the avoidance of doubt, the Company and any Guarantor shall take all necessary steps to grant a (x) senior Lien in favor of the Collateral Trustee on all assets that are or become collateral for any Existing Notes (in respect of which, such Liens shall be expressly subordinated to the senior Lien in favor of the Collateral Trustee securing the Obligations under this Indenture), and on all assets that are or become collateral for any Credit Facility described in clause (2) of “Permitted LiensIndebtedness” that are not used in calculating Borrowing Base and (y) a junior Lien in favor of the Collateral Trustee on all assets that are or become collateral for any Credit Facility described in clause (2) of “Permitted Indebtedness” that are used in calculating Borrowing Base, or in each case of (x) and (y), any Exchange Indebtedness or Refinancing Indebtedness in respect thereof, and pursuant to one or more intercreditor agreements in accordance with Section 4.16.

Additional Collateral. In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event Not later than thirty sixty (3060) days following (or such longer date as may be reasonably agreed by the formation Collateral Trustee upon receiving written instruction, advice or concurrence of such Unencumbered Loan SPV the Holders of twenty five percent (and prior 25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the inclusion Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the acquisition or creation by any Restricted Collateral Subsidiary of any Unencumbered Loan owned asset (including Intellectual Property but only to the extent that a second priority perfected Lien would have been required under the terms of the Notes Security Documents granted by Maxeon Solar Pte. Ltd. had such Unencumbered Loan SPV in Intellectual Property been registered under the Borrowing Basename of Maxeon Solar Pte. Ltd.), take all except for any asset that constitutes Excluded Assets, that is material to the business or operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such actions and execute and deliver, or cause asset to be executed subject to a second priority perfected Lien (subject to the Priority Liens, any lien permitted under the Priority Lien Debt Documents, and delivered, all such documents, instruments, agreements, opinions and certificates (includingany limitations required under the applicable law and/or, if applicable, stock certificates and appropriate instruments of transfer executed the exclusions set forth in blankthe relevant Notes Security Document(s), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of the Collateral Agent, Trustee for the benefit of the Notes Secured PartiesParties and take such actions as shall be necessary or reasonably requested by the Collateral Trustee to grant and perfect or record such second priority Lien, a valid and, in each case to the extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the extent such assets are of the type over which Liens are permitted under Section 3.12(G) and Section 3.12(K); provided further that the applicable Restricted Collateral Subsidiary shall be required to cause such asset to be subject to a second priority perfected Lien (subject to the Priority Lien, any filing and/or recording referred to herein, perfected First lien permitted under the Priority Lien on 100% of Debt Documents, any limitations required under the Equity Interests in such Unencumbered Loan SPV. In applicable law, the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 exclusions set forth in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (includingrelevant Notes Security Document(s), if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests terms of the applicable Real Estate Asset Holding Subsidiary (together with all Indenture and/or the terms of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (iIntercreditor Agreement) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of the Collateral Agent, Trustee for the benefit of the Notes Secured PartiesParties and/or take such actions as shall be necessary or reasonably requested by the Collateral Trustee to grant and perfect or record such second priority Lien, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely each case to the extent that (i) all practicable under the applicable law, pursuant to this Section 3.18, only if any such asset becomes part of the Equity Interests in such Excluded Subsidiary are held by collateral securing the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensSecured Obligations.

Additional Collateral. In the event that BSL Holdings-T, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30A) Within 60 days following the formation end of each fiscal quarter, commencing with June 30, 2011, the Company shall (i) notify the Collateral Agent in writing, at the sole cost and expense of the Company, if any Obligor acquires any assets with a Fair Market Value individually in excess of $500,000 that would constitute Collateral (other than real property, which shall be the subject of Section 9.04(B)) that are not otherwise automatically subject to a perfected security interest under the Collateral Documents and (ii) to the extent applicable, shall within 60 days of delivery of the notice specified in the foregoing clause (i), and to the extent required hereunder and under the Collateral Documents, execute and deliver to the Collateral Agent such security agreement supplements and other documentation (in form and scope, and covering such additional Collateral on terms consistent with the Pledge and Security Agreement and other Collateral Documents in effect on the Issue Date, and take such additional actions as are necessary to create and fully perfect (except to the extent perfection is not required hereunder or thereunder)) in favor of the Collateral Agent for the benefit of the Secured Parties a valid and enforceable security interest in such Collateral, which shall be free of any other Liens except for Permitted Liens. Any security interest provided pursuant this Section 9.03(A) shall be accompanied by such Opinions of Counsel to the Company as customarily given by counsel in the relevant jurisdiction. (B) If the Company or any Guarantor (i) owns, on the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 or (ii) acquires, after the Issue Date, any fee interest in any land and the related improvements (including fixtures) thereon with a Fair Market Value that exceeds $2,500,000 (such interests in clause (i) and (ii) above, the “Premises”), then within 90 days of the Issue Date or the date of acquisition of such Unencumbered Loan SPV (land and prior related improvements, as applicable, to the inclusion extent such property does not constitute Excluded Assets: (i) the Company or such Guarantor shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of any Unencumbered Loan owned Mortgages, each dated as of the Issue Date, the date of acquisition of such Premises or such later date specified above, as the case may be, duly executed by the Company or the applicable Guarantor, together with related opinions and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Unencumbered Loan SPV in Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the Borrowing Base), take all such actions and execute and deliver, or cause properties purported to be executed covered thereby; (ii) the Company or such Guarantor shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the benefit of the Secured Parties, in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is marketable and deliveredthat the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, all defects and encumbrances other than Permitted Liens; and (iii) the Company or such documentsGuarantor shall deliver to the Collateral Agent, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to each of the Equity Interests covered Premises, the most recent survey of such Unencumbered Loans SPV held by BSL Holdings-TPremises, LLC that Collateral Agent shall reasonably request to create together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey; or (ii) an affidavit or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and provide survey coverage to such policy. Notwithstanding anything herein to the contrary, the Trustee makes no representation as to the validity, adequacy or sufficiency of the documents listed in clauses (i), (ii) or (iii) of this Section 9.03(B) and assumes no responsibility for their correctness. (C) Upon payment of the Company’s final payment under the Makena Agreement, the Company shall promptly (and in any event within 15 days following termination or expiration of the Makena Agreement) grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and, first priority security interest (subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests Permitted Liens) in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests Company’s interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensMakena.

Additional Collateral. In (a) The Borrower shall have the event right subject to the terms hereof to add to the Collateral any other Real Estate that BSL Holdings-Tis owned by the Borrower and which is not security for any other Indebtedness. Such addition shall be completed by the execution and delivery to the Agent of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation addition of such Unencumbered Loan SPV Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower unless each of the following conditions shall be satisfied: (i) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default has occurred or would occur if such asset were included within the Collateral; (iii) the Borrower shall have executed and prior delivered to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base)Agent all Eligible Real Estate Qualification Documents or other instruments, take all such actions and execute and deliverdocuments, or cause agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to be executed and deliveredperfect a first priority security interest in, or lien on, such Collateral, all such documents, of which instruments, agreementsdocuments or agreements shall be in form and substance satisfactory to the Agent in its sole discretion; and (iv) the Agent, on behalf of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) or other information or documentation with respect to the Equity Interests Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of all of the Banks to grant or withhold their consent to the acceptance of additional Collateral under this Section 5.4 shall be based entirely on such factors as the Majority Banks deem relevant in their sole discretion, including, without limitation, those enumerated in clauses (i) through (iv) hereinabove, and such consent may be granted or withheld solely at the discretion of the Majority Banks; provided, however, that if the such Real Estate is a Stabilized Property, acceptance of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent Real Estate shall reasonably request be subject only to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% satisfaction of the Equity Interests terms of Section 5.4(a)(ii), (iii) and (iv). (b) In connection with each such addition, the Borrower shall pay to the Agent the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) of the Agent in connection with the addition of such Unencumbered Loan SPV. Collateral. (c) In the event that the Borrower desires to include any requests an advance as a result of the addition of Real Estate Asset LA\4027402.11 LA\4027402.11 which is eligible to cause an increase in the Borrowing BaseDesignated Collateral Values but the Appraisal for such Real Estate has not yet been received and approved pursuant to this Agreement, then notwithstanding the Borrower shalldefinition of the term "Designated Collateral Value", prior to the inclusion Designated Collateral Value for such Real Estate shall equal seventy-five percent (75%) of the all-in acquisition cost (including reasonable closing costs) of such Real Estate Asset until such time as the Appraised Value for such Real Estate is determined as provided herein, at which time the Designated Collateral Value for such Real Estate shall be determined as provided in the Borrowing Base, take all definition of such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates term. (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(cd) with respect to In no event shall the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests acquisition cost of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensMortgaged Property exceed $40,000,000.00.

Additional Collateral. (a) In the event that BSL HoldingsBorrower desires to use proceeds of the Loans or any Letter of Credit to directly or indirectly acquire Real Estate or any interest therein or to refinance indebtedness secured thereby, such Real Estate shall be required to become a Mortgaged Property as a condition thereto. No Real Estate shall be included as a Mortgaged Property unless and until the following conditions precedent shall have been satisfied: US_ACTIVE\121755035\V-6 (i) such Real Estate shall be Eligible Real Estate; (ii) if such Real Estate is owned by a Wholly-TOwned Subsidiary of the Borrower, LLC forms any Unencumbered Loans SPVsaid Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (iii) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all Guarantor Qualification Documents, then BSL Holdings-Tall of which instruments, LLC shall promptlydocuments or agreements shall, but to the extent required by this Agreement, be in no event later than thirty form and substance reasonably satisfactory to the Agent; and (30iv) days following the formation of such Unencumbered Loan SPV (and prior after giving effect to the inclusion of such Eligible Real Estate, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any Unencumbered of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of such Mortgaged Property with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to such effect. For the avoidance of doubt, the delivery by Borrower to Agent of the Guarantor Qualification Documents or the Eligible Real Estate Qualification Documents shall not modify any representation, warranty or covenant in this Agreement or the other Loan Documents. (b) If such Real Estate is owned by such Unencumbered Loan SPV in the Borrowing Base)a Wholly Owned Subsidiary of Borrower, take all such actions and execute and deliver, or cause then Borrower shall pledge to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in the Wholly Owned Subsidiary owning or leasing the Real Estate pursuant to the Assignment of Interests and as provided in Schedule 5.3. (c) Borrower shall on or before the date that is ninety (90) days (unless extended in the Agent’s sole discretion, but in any case, not to exceed one hundred and twenty (120) days) following the date of acquisition of any Real Estate by Borrower or such Unencumbered Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan SPVto be used to refinance indebtedness secured thereby, cause to be executed and delivered to the Agent all Eligible Real Estate Qualification Documents, all of which to the extent required by this Agreement, shall be in form and substance satisfactory to Agent. (d) The Mortgage and Assignment of Leases and Rents for each Mortgaged Property shall be effective upon the delivery thereof, but shall not be recorded until the occurrence of an Event of Default (except with respect to 2▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and 612 W▇▇▇▇▇▇, for which the Mortgages, Assignments of Leases and Rents, UCC financing statements and fixture filings shall be recorded and/or filed, as applicable, on or about the First Amendment Date). Upon the occurrence of an Event of Default, the Agent may, and upon the direction of the Required Lenders, shall, record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect to the Mortgaged Properties as deemed necessary by Agent in the US_ACTIVE\121755035\V-6 public records without any further action of or notice to the Borrower or any other party and without waiving such Event of Default. In addition, the Borrower shall promptly deliver or cause to be delivered to the Agent such further documents as may be reasonably requested by the Agent relating to such Real Estate, including without limitation, owner’s affidavits, updated legal opinions and copies of leases and such changes to the Mortgage and Assignment of Leases and Rents as may be necessary or desirable to comply with changes in applicable law. In connection with the recording of the Mortgage and Assignment of Leases and Rents for any Mortgaged Property as provided herein, the Agent may obtain, at the Borrower’s sole cost and expense, a mortgagee’s title insurance policy with respect to each Mortgaged Property encumbered by such Mortgage and Assignment of Leases and Rents in such amount as is determined by the Agent. The Borrower shall upon demand pay the cost of any such mortgagee’s title insurance policy, the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges which are demanded in connection with the recording of any of the Mortgages or Assignments of Leases and Rents. In addition, the Borrower shall pay within five (5) days after demand any and all costs, fees, intangible tax, documentary or mortgage tax, assessments or charges as are demanded by any governmental authority by reason of any Mortgage or Assignment of Leases and Rents to Agent prior to the recording of the same. In the event that the Borrower desires fails to include any Real Estate Asset LA\4027402.11 LA\4027402.11 pay such amounts as provided in the Borrowing Basethis section, then the Banks may advance such amounts as are required to be paid as Loans hereunder, which Loans shall bear interest at the Default Rate. (e) Within ten (10) days of the Borrower shallacquiring, prior to forming, holding or otherwise receiving or owning after the inclusion of such Real Estate Asset Closing Date any Equity Interest in a Subsidiary or Unconsolidated Affiliates (other than an Equity Interest in a Subsidiary that is covered by §5.4(a) or that is an Unpledgeable Interest), the Borrowing Base, take all such actions and execute and deliver, or Borrower shall cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect delivered to the Equity Interests Agent each of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary following in form and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely substance reasonably satisfactory to the extent that Agent: (i) all a supplement or amendment to the Assignment of Interests (or if no Assignment of Interests has been executed by the Equity Interests in such Excluded Subsidiary are held applicable party, then the Assignment of Interests) executed by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary, subjecting such Equity Interest (or interest therein) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents Assignment of Interests; (ii) all original existing certificates, if any, representing shares of Equity Interests pledged pursuant to the Assignment of Interests, together with an undated stock or similar power for each such certificate executed in favor blank by a duly authorized officer of Collateral AgentBorrower or such Subsidiary, for together with an Acknowledgement substantially in the benefit form of Secured PartiesExhibit G to the Assignment of Interests, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition duly executed by any issuer of such property Equity Interest; (iii) all formation and organizational agreements relating to any Person to which such pledged Equity Interest relate as Agent may reasonably require; (iv) results from a recent UCC lien search as to Borrower or assetsthe applicable Subsidiary in such jurisdictions as Agent may designate, take all which results shall be satisfactory to Agent; and (v) such actions and execute and deliver, or cause to be executed and delivered, all such certified organizational documents, instrumentsupdated good standing certificates, agreementsresolutions, incumbency certificates, legal opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral other documents as Agent shall may reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liensrequire.

Additional Collateral. In The Borrower will, and will cause each of the event that BSL Holdings-Tother Obligors to, LLC forms any Unencumbered Loans SPVgrant from time to time to the Collateral Agent for the benefit of the Secured Parties security interests in all of the assets and properties of the Borrower and other Obligors, then BSL Holdings-Tnow existing or hereafter acquired, LLC pursuant to the relevant Security Documents. All such security interests and Liens shall promptly, but be granted pursuant to documentation reasonably satisfactory in no event later than thirty (30) days following form and substance to the formation Administrative Agent and shall constitute valid and enforceable perfected security interests and Liens in favor of such Unencumbered Loan SPV (the Collateral Agent superior to and prior to the inclusion rights of any Unencumbered Loan owned all third Persons and subject to no other Liens except for Liens permitted under Section 7.02. The Liens on such assets and properties and/or the security agreements or other instruments related thereto shall have been duly recorded or filed in such manner and in such places as are required by such Unencumbered Loan SPV in law to establish, perfect, preserve and protect the Borrowing Base), take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create Liens in favor of the Collateral AgentAgent as required pursuant to the relevant Security Documents and all taxes, for the benefit of Secured Partiesfees and other charges payable in connection therewith shall have been paid in full. The Borrower will, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% and Amended and Restated Revolving Credit Agreement will cause each of the Equity Interests in other Obligors to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such Unencumbered Loan SPVvouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. In the event that Furthermore, the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in will, and will cause the Borrowing Baseother Obligors to, then the Borrower shall, prior deliver to the inclusion Collateral Agent such opinions of such Real Estate Asset in the Borrowing Basecounsel, take all such actions title insurance and execute and deliver, or cause to other related documents as may be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held reasonably requested by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary Administrative Agent to assure itself that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary)this Section has been complied with. Without limiting Notwithstanding the foregoing, in the event the Borrower or any Subsidiary that any Credit Party acquires any other property which is organized under the laws of a State, the United States of America or asset (includingthe District of Columbia shall form or acquire directly a Foreign Subsidiary, without limitationthe Borrower will, any Equity Interests and will cause such Subsidiary to pledge the Capital Stock of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien Foreign Subsidiary in favor of the Collateral Documents Agent pursuant to the relevant Security Document in favor of Collateral form and substance reasonably satisfactory to the Administrative Agent, provided that such pledge of Capital Stock of a Foreign Subsidiary shall be limited to (i) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the benefit election of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition board of directors of such Subsidiary and (ii) 100% of all other Capital Stock of such Foreign Subsidiary; and provided further that, notwithstanding the foregoing, no portion of the Capital Stock of Chart Europe GmbH ("Chart Europe") held by the Borrower and its Subsidiaries as of the Effective Date shall be required to be pledged pursuant to this Agreement, provided that the Borrower will cause Chart Europe to be liquidated on or prior to June 30, 2004 and, prior to such liquidation, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with Chart Europe other than those directly related to the consummation of such liquidation (and, in any event, will not make any Investment in, or transfer any property or assetsto, take all such actions Chart Europe after the Effective Date). Notwithstanding the foregoing, as of the Effective Date the Borrower will, and will cause the other Obligors to, execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) deliver the Mortgages with respect to such real property interests of the Borrower and the other Obligors as are designated to be so mortgaged in Schedule 4.16. From time to time thereafter the Borrower will, and will cause each other Obligor to, notify the Administrative Agent within 30 days of the acquisition of any additional real property interests (whether a fee or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid leasehold) and, subject to any filing and/or recording referred to hereinthereafter upon the request of the Required Lenders, perfected First Priority Lien grant a mortgage lien on such real property or assetpursuant to a Mortgage in form and substance reasonably satisfactory to the Administrative Agent; provided that, in each caseno event will the Borrower or any of its Subsidiaries be required to take any action, subject other than using commercially reasonable efforts, to Qualified Permitted Liens.obtain consents from third parties with respect to its compliance with this paragraph. If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any real property of the Borrower and its Subsidiaries constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. Amended and Restated Revolving Credit Agreement

Additional Collateral. In At any time and from time to time, the event that BSL Holdings-T, LLC forms Company or any Unencumbered Loans SPV, then BSL Holdings-T, LLC other Pledgor shall promptly, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior be required to or elects to grant to the inclusion Trustee a Security Interest in additional Collateral pursuant to the provisions of this Indenture (including without limitation Section 4.16 hereof) or the Security Documents, the Company and any Unencumbered Loan owned by such Unencumbered Loan SPV Pledgor shall comply with the provisions of this Section 11.05. The Company and any such Pledgor shall deliver to the Trustee the following documents: (a) an instrument or instruments in recordable form sufficient for the Lien of the Security Documents to cover the additional Collateral; (b) in the Borrowing Base), take all case of additional Collateral which constitutes personal property having a value in excess of $2,000,000: (1) an Opinion of Counsel stating that the Lien of the Security Documents constitutes a direct and valid and perfected Lien on such actions and execute and deliver, or cause additional Collateral; (2) an Officers' Certificate of the Company stating that any specific exceptions to such Lien are Liens of the character which were permitted to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) Prior Liens under the Security Documents with respect to the Equity Interests Collateral; and (3) evidence of such Unencumbered Loans SPV held payment or a closing statement indicating payments to be made by BSL Holdings-Tthe applicable Pledgor of all filing fees, LLC that Collateral Agent shall reasonably request to create in favor recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of Collateral Agent, counsel for the benefit Trustee (and any local counsel) that may be incurred to validly and effectively subject such personal property to the Lien of Secured Parties, any applicable Security Document to perfect such Liens; (c) in the case of additional Collateral which constitutes Real Property: (1) a policy of title insurance (or a commitment to issue title insurance) insuring that the Lien of the Security Documents constitutes a direct and valid and, and perfected mortgage Lien on such additional Collateral (subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of no Prior Liens other than Prior Liens which were permitted under the Equity Interests in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior to the inclusion of such Real Estate Asset in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) Security Documents with respect to the Equity Interests Collateral being replaced by such additional Collateral) in an aggregate amount equal to the Fair Market Value of such additional Collateral and containing the same endorsements in the title insurance policies provided to the Senior Bank Agent and contain only such exceptions to title as shall be Prior Liens and such exceptions as are in title policies provided to the Senior Bank Agent in respect of the applicable Real Estate Asset Holding Subsidiary Senior Bank Debt; (together with all 2) an Officers' Certificate of the Equity Interests Company stating that any specific exceptions to such title insurance or title opinion are Liens permitted to be on Collateral pursuant to the provisions of Section 4.21; (3) a survey with respect to such Real Property substantially in the form thereof, if any, delivered to the Senior Bank Agent in connection with the Lien granted to the Senior Bank Agent with respect to such Real Property; (4) a policy or certificate of insurance as required by any Subsidiary Mortgage relating to such Real Property, which policy or certificate shall bear mortgagee endorsements of the Borrower that directly owns the Equity Interests character required by such Mortgage; (5) evidence of payment or a closing statement indicating payments to be made by the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear Pledgor of all Lienstitle premiums, recording charges, transfer taxes and other costs and expenses including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel) that indirectly owns any Equity Interests in the applicable may be incurred to validly and effectively subject such Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject Property to the Lien of any applicable Security Document to perfect such Lien; (6) copies of all Leases, all of which Leases shall be in conformance with any applicable provisions of the Collateral Documents Security Documents; (7) an Officers' Certificate of the Company stating that there has been issued and is in favor effect a valid and proper certificate of Collateral Agentoccupancy or local or foreign equivalent, if required by the local or foreign codes or ordinances for the benefit of Secured Parties, use then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition being made of such property Real Property and that there is not outstanding any citation, violation or assets, take all similar notice indicating that such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those Real Property contains conditions which are similar not in compliance with local or foreign codes or ordinances relating to those described building or fire safety or structural soundness; and (8) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as shall be necessary in Sections 3.1(c) order for the owner or holder of the fee interest to grant the Lien contemplated by the Mortgage with respect to such property or asset that Collateral Agent shall reasonably request to create in favor Real Property; and (d) Opinion(s) of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, Counsel in each case, subject jurisdiction in which such Collateral is located substantially in the form of the local counsel opinions delivered on the date hereof and otherwise in form and substance satisfactory to Qualified Permitted Liensthe Trustee with respect to the documents executed and delivered by the applicable Pledgor and the Collateral encumbered thereby.

Additional Collateral. In (a) With respect to any owned real --------------------- property or fixtures located on owned real property, in each case with a purchase price or a fair market value of at least $1,000,000, in which the event that BSL Holdings-TBorrower or any of its Subsidiaries acquires ownership rights at any time after the Closing Date, LLC forms any Unencumbered Loans SPV, then BSL Holdings-T, LLC shall promptly, but in no event later than thirty (30) days following the formation of such Unencumbered Loan SPV (and prior promptly grant to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base), take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of such Unencumbered Loans SPV held by BSL Holdings-T, LLC that Collateral Agent shall reasonably request to create in favor of Collateral Administrative Agent, for the benefit of Secured Partiesthe Lenders, a valid andLien of record on all such owned real property and fixtures, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests upon terms reasonably satisfactory in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior form and substance to the inclusion of such Real Estate Asset Administrative Agent and in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) accordance with respect to the Equity Interests of the any applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests requirements of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset Governmental Authority (including, without limitation, any Equity Interests appraisals of such property under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 which the Administrative Agent reasonably deems to be required by law); provided that (i) -------- nothing in this subsection 12.10(a) shall defer or impair the attachment or perfection of any Subsidiarysecurity interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Borrower, any of its Subsidiaries or any other Person and (ii) that is no such Lien shall be required to become Collateral be granted as contemplated by this subsection 12.10(a) on any owned real property or fixtures the acquisition of which is financed, or is to be financed within any time period permitted by subsection 14.1, until such Indebtedness is repaid in full (and not refinanced as permitted by subsection 14.1) or, as the case may be, the Borrower determines not to proceed with such interest has not otherwise been made subject financing or refinancing. In connection with any such grant to the Lien of the Collateral Documents in favor of Collateral Administrative Agent, for the benefit of Secured Partiesthe Lenders, then of a Lien of record on any such Credit Party real property in accordance with this subsection, the Borrower or such Subsidiary shall promptlydeliver or cause to be delivered to the Administrative Agent any surveys, but title insurance policies, environmental reports and other documents in no event later than thirty (30) days following connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral as the Administrative Agent shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances). (b) With respect to create in favor any Person that, subsequent to the Closing Date, becomes a Domestic Subsidiary or Foreign Subsidiary Holdco (other than to the extent that compliance with this subsection 12.10(b) would have an adverse tax consequence to the Borrower), promptly upon the request of Collateral the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of Secured Partiesthe Lenders, a valid andnew pledge agreement or such amendments to the relevant Collateral Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, subject to any filing and/or recording referred to hereinfor the benefit of the Lenders, perfected First Priority a Lien on the Capital Stock of such property Subsidiary which is owned by the Borrower or assetany of its Domestic Subsidiaries (provided that in no event -------- shall more than 65% of the Capital Stock of any Foreign Subsidiary Holdco be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Collateral Agreement, in each casecase pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, subject and (B) to Qualified Permitted Lienstake all actions reasonably deemed by the Administrative Agent to be necessary or reasonably advisable to cause the Lien created by the Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. (c) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary and which has Capital Stock which is owned directly by the Borrower or a Domestic Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned directly by the Borrower or any of its Domestic Subsidiaries (provided that in -------- no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged) and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent any certificates (if any) representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case may be. (d) Notwithstanding anything to the contrary contained herein, no Subsidiary of the Borrower shall be required to comply with the provisions of this subsection 12.10 until such date as either (i) the consolidated gross revenues of such Subsidiary and its Subsidiaries for the most recently completed period of four consecutive fiscal quarters or (ii) the consolidated assets of such Subsidiary and its Subsidiaries, exceed $10,000,000 (it being understood that any Subsidiary which achieves such assets or revenues after the date hereof shall be deemed, for purposes of this subsection 12.10 only, to have been newly acquired by the Borrower on the date upon which such assets or revenues, as the case may be, are achieved).

Additional Collateral. In (a) The Borrower will grant and will cause each of its Subsidiaries to grant to the event Agent as security for the Indebtedness a perfected Lien on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties that BSL Holdings-Tare (i) acquired after the date hereof at the cash acquisition cost to the Borrower or such Subsidiary equal to or exceeding $1,000,000, LLC forms any Unencumbered Loans SPVand (ii) do not constitute Proved Reserves, then BSL Holdings-Twhich Lien will be created and perfected by and in accordance with the provisions of deeds of trust, LLC shall promptlysecurity agreements and financing statements, but or other Loan Documents, all in no event later than thirty form substantially the same as the New Mortgage (30subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) days following the formation of such Unencumbered Loan SPV and in sufficient executed (and prior acknowledged where necessary or appropriate) counterparts for recording purposes. (b) The Borrower will grant and will cause each of its Subsidiaries to grant to the inclusion Agent as security for the Indebtedness a first-priority Lien interest (subject only to Excepted Liens and the matters set forth on Schedule 7.10 hereto) on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties identified after the Closing Date as containing Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of any Unencumbered Loan owned by such Unencumbered Loan SPV in the Borrowing Base)deeds of trust, take all such actions security agreements and execute and deliverfinancing statements, or cause to be executed and deliveredother Loan Documents, all in form substantially the same as the Standard Mortgage (subject to such documentschanges as are necessary as a result of, instrumentsto reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. (c) Concurrently with the granting of the Lien or other action referred to in Section 8.09(b) above, agreements, opinions the Borrower will provide to the Agent title information in form and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed substance satisfactory to the Agent in blank), including those which are similar to those described in Sections 3.1(c) its sole discretion with respect to the Equity Interests of Borrower's and its Subsidiaries' interests in such Unencumbered Loans SPV held by BSL Holdings-TOil and Gas Properties to the extent needed to cause the Agent to have received, LLC that Collateral Agent shall reasonably request together with title information previously delivered to create in favor of Collateral the Agent, satisfactory title information on at least 90% of the value of the proved Hydrocarbon Interests evaluated by the most recent Reserve Report. (d) Also, promptly after the filing of any new Loan Document in any state, other than the New Mortgage and any other mortgage filed pursuant to subsection (a) of this Section 8.09 or any other mortgage substantially in the form of the New Mortgage, upon the reasonable request of the Agent, the Borrower will provide to the Agent an opinion addressed to the Agent for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests Lenders in such Unencumbered Loan SPV. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior form and substance reasonably satisfactory to the inclusion of such Real Estate Asset Agent in the Borrowing Base, take all such actions and execute and deliver, or cause its sole discretion from counsel acceptable to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, stating that such Loan Document is valid, binding and enforceable in accordance with its terms and in legally sufficient form for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) with respect to such property or asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted Liensjurisdiction.

Additional Collateral. The Company and each Guarantor shall grant to the Collateral Trustee a first priority security interest in all Shared Collateral (subject to Permitted Liens), whether owned on the date hereof or hereafter acquired, and shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Collateral Trustee (including, without limitation, the delivery of any applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or legal opinion), subject to the terms of the Intercreditor Agreement (if then in effect) and the applicable Security Documents. In the event that BSL Holdings-Tthe Company or any Guarantor acquires any interest in real property having a fair market value (as reasonably determined by the Company) of more than $500,000 in the aggregate and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of Collateral Trustee, LLC forms any Unencumbered Loans SPVfor the benefit of the Holders of Notes and the holders of other Shared Lien Obligations (if any), then BSL Holdings-Tthe Company or such Guarantor, LLC as applicable, shall promptlyuse commercially reasonable efforts to, but in no event later than thirty within 60 days (30) days following the formation of such Unencumbered Loan SPV (and prior to the inclusion of any Unencumbered Loan owned by such Unencumbered Loan SPV or, in the Borrowing Base)case of real property located outside of the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ days) after such acquisition, take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions opinions, title insurance policies, title surveys, evidence of flood insurance and certificates (includingor, if applicableto the extent that any Priority Lien Obligations are incurred, stock certificates and appropriate instruments of transfer executed in blank), including those which are substantially similar to those described in Sections 3.1(c) with respect such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the Equity Interests Priority Lien Collateral Agent (or such other representative of the holders of Priority Lien Obligations) in connection with the incurrence of such Unencumbered Loans SPV held by BSL Holdings-TPriority Lien Obligations or otherwise, LLC that Collateral Agent shall reasonably request to create in favor of the Collateral AgentTrustee, for the benefit of Secured Partiesthe Holders of Notes and the holders of other Shared Lien Obligations (if any), a valid and, subject to any filing and/or recording referred to hereinrequired in connection therewith, perfected First Priority Lien on 100% first priority security interest (subject, in the case of the Equity Interests priority only, to Permitted Liens) in such Unencumbered Loan SPVinterest in real property. In the event that the Borrower desires to include any Real Estate Asset LA\4027402.11 LA\4027402.11 in the Borrowing Base, then the Borrower shall, prior addition to the inclusion foregoing, the Company and each Guarantor shall deliver to the Collateral Trustee such appraisals as are required by law or regulation of such Real Estate Asset any interest in the Borrowing Base, take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) real property with respect to which the Equity Interests of the applicable Real Estate Asset Holding Subsidiary (together with all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of the applicable Real Estate Asset Holding Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely Collateral Trustee has been granted a Lien. Notwithstanding anything to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary arecontrary hereunder, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary) that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on 100% of the Equity Interests in such Subsidiary subject to Qualified Permitted Liens (and all of the Equity Interests of any Subsidiary of the Borrower that directly owns the Equity Interests of such Subsidiary and all of the Equity Interests of any Subsidiary of the Borrower (other than any such Subsidiary that is an Excluded Subsidiary but solely to the extent that (i) all of the Equity Interests in such Excluded Subsidiary are held by the Borrower or a Guarantor and (ii) the Equity Interests held by such Excluded Subsidiary in in any Subsidiary that directly or indirectly owns any Equity Interests in a Real Estate Asset Holding Subsidiary are, in each case, free and clear of all Liens) that indirectly owns any Equity Interests in the applicable Real Estate Asset Holding Subsidiary). Without limiting the foregoing, in the event that any Credit Party acquires any other property or asset (including, without limitation, any Equity Interests of any Subsidiary) that is required to become Collateral and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the acquisition of such property or assets, take all such actions and execute and deliver, or cause action needs to be executed and delivered, all such documents, instruments, agreements, opinions and certificates (including, if applicable, stock certificates and appropriate instruments of transfer executed in blank), including those which are similar to those described in Sections 3.1(c) taken hereunder with respect to any Collateral (or any asset of a Guarantor that would constitute Collateral if such property or asset that action were taken) if the Board of Directors of the Company and the Priority Lien Collateral Agent determine in good faith that the cost to effectuate such perfected Liens shall reasonably request to create in favor exceed the value of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such property or asset, in each case, subject to Qualified Permitted LiensCollateral.