Common use of Additional Collateral Clause in Contracts

Additional Collateral. (a) The Borrower shall have the right subject to the terms hereof to add to the Collateral any other Real Estate that is 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, the addition of such 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents 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 or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority 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 Real Estate shall be subject only to the satisfaction of the 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 Collateral. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The Provided no Default or Event of Default exists, the Borrower shall have the right subject to the terms hereof to add to the Collateral any other Real Estate that is owned satisfaction by the Borrower of the conditions set forth in this §5.3 and which is not security for any other Indebtedness§5.4, to add Potential Collateral and the related Borrowing Base Property to the calculation of Borrowing Base Availability. Such addition In the event the Borrower desires to add additional Potential Collateral and the related Borrowing Base Property to the Borrowing Base Availability as aforesaid, the Borrower shall be completed by the execution and delivery provide written notice to the Agent of each such request at least ten (10) days prior to the date that Borrower desires to add additional Potential Collateral and the related Borrowing Base Property to the Borrowing Base Availability, which notice shall include the Adjusted Pro Forma Net Operating Income and the NAV Valuation attributable to such Real Estate and be accompanied by the rent roll for such Real Estate. No Potential Collateral and the related Borrowing Base Property shall be included in the calculation of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower Borrowing Base Availability unless each of and until the following conditions precedent shall be satisfied:have been satisfied as determined by Agent (or as required by this Agreement, the Required Lenders): (ia) if such proposed collateral is Real Estate, such Real Estate Potential Collateral shall be Eligible Real Estate; (iib) such Real Estate shall be owned (or leased to a Subsidiary Guarantor as lessee under a Ground Lease) by a Wholly-Owned Subsidiary of the Borrower, and said Wholly-Owned Subsidiary, and any other Wholly-Owned Subsidiary of Borrower owning or leasing an interest therein, shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (c) prior to or contemporaneously with such addition, the Borrower shall have submitted to the Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1exist; (iiid) the Borrower and any Wholly-Owned Subsidiary of Borrower owning a direct or indirect interest (or Equity Interest) therein, as applicable, which is the direct or indirect owner and/or lessee of the Real Estate, as applicable, shall have executed and delivered to the Agent all Eligible Real Estate Borrowing Base Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralDocuments, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) 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 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 of which it was made and shall also be true as of the time of the addition of such Borrowing Base 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 of Event of Default shall have occurred and be continuing and the Agent in its sole discretionshall have received a certificate of the Borrower to such effect; and (ivf) the Agent, on behalf provisions of §7.19 shall be satisfied; and the Banks, Borrower shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect delivered to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision Agent a certification of the Majority 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii)this §5.3, (iii) which certificate shall be in form and (iv). (b) In connection with each substance reasonably satisfactory to Agent. Notwithstanding the foregoing, in the event such additionReal Estate does not qualify as Eligible Real Estate, the Borrower such Real Estate shall pay to be included as a Borrowing Base Property so long as the Agent shall have received the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) prior written consent of the Agent in connection with and the addition Required Lenders to the inclusion of such CollateralReal Estate as a Borrowing Base Property. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The Borrower shall have the right subject If and to the terms hereof extent Borrower receives or takes title to add to units of ownership in Facility Tenant at any time during Loan Term, Borrower agrees that such units of ownership in Facility Tenant shall become additional collateral for the Collateral any other Real Estate Loan. To that is 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, the addition of such 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statementsend, as the Agent shall deem necessary or desirable to perfect additional consideration for Lender’s execution of this Agreement, Borrower hereby GRANTS, BARGAINS, CONVEYS, ASSIGNS, TRANSFERS, and SETS OVER unto Lender a first priority and prior security interest in all of Borrower’s right, title, and interest in, to and under all rights Borrower has or lien on, such may in the future obtain by virtue of the acquisition by Borrower of units of ownership in Facility Tenant (the “Additional Collateral, all of which instruments, documents or agreements ”). The Additional Collateral shall be deemed part of the Mortgaged Property (as defined in the Deed of Trust). Borrower shall deliver to Lender, in form and substance satisfactory to the Agent in its sole discretion; and (iv) the AgentLender, on behalf such financing statements and such further assurances as Lender may, from time to time, reasonably consider necessary to create, perfect, and preserve Lender’s security interest herein granted, and Lender may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to create, perfect, and preserve such security interest. Borrower hereby authorizes Lender to prepare and file new financing statements, financing statement amendments, and financing statement continuations that describe all or any portion of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to the Additional Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority 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) hereinabovecollateral thereunder, and Lender may file such consent may be granted statements without any signature of Borrower or withheld solely at the discretion of the Majority Banks; provideda representative of Borrower appearing thereon, however, that if the where such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv)filings are permitted by applicable Legal Requirements. (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 Collateral. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The In the event that Borrower shall have desires to use proceeds of the right subject Loans or any Letter of Credit to the terms hereof to add to the Collateral any other directly or indirectly acquire Real Estate that is owned by the Borrower and which is not security for or any other Indebtedness. Such addition interest therein or to refinance indebtedness secured thereby, such Real Estate shall be completed by the execution and delivery required to the Agent of each of the Eligible become a Mortgaged Property as a condition thereto. No Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower included as a Mortgaged Property unless each of and until the following conditions precedent shall be have been satisfied:: US_ACTIVE\121755035\V-6 (i) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) if such Real Estate is owned by a Wholly-Owned Subsidiary of the Borrower, said 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, all of which instruments, documents or agreements shall, to the extent required by this Agreement, be in form and substance reasonably satisfactory to the Agent; and (iv) 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 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 or exist or would occur or exist if such asset were included within the Collateral and be continuing and the requested 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 fully funded, including, without limitation, under Section 9.1;Documents. (iiib) the If such Real Estate is owned by a Wholly Owned Subsidiary of Borrower, then Borrower shall have pledge to Agent 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 Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan to be used to refinance indebtedness secured thereby, cause to be executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralDocuments, all of which instrumentsto the extent required by this Agreement, documents or agreements 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 in its sole discretion; and (iv) may, and upon the Agent, on behalf direction of the BanksRequired Lenders, shall have received any other appraisalsshall, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect to the Collateral 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, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that shall upon demand pay the decision 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 Majority Banks to grant Mortgages or withhold their consent to the acceptance Assignments 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, Leases 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv). (b) Rents. In connection with each such 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 fails to pay such amounts as provided in this 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 acquiring, forming, holding or otherwise receiving or owning after the 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 Borrower shall cause to be delivered to the Agent the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) each of the Agent following in connection form and substance reasonably satisfactory to the Agent: (i) a supplement or amendment to the Assignment of Interests (or if no Assignment of Interests has been executed by the applicable party, then the Assignment of Interests) executed by the Borrower or the applicable Subsidiary, subjecting such Equity Interest (or interest therein) to the Lien of the 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 blank by a duly authorized officer of Borrower or such Subsidiary, together with an Acknowledgement substantially in the addition form of Exhibit G to the Assignment of Interests, duly executed by any issuer of such Collateral. Equity Interest; (ciii) In no event shall the acquisition cost of all formation and organizational agreements relating to any Mortgaged Property 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 the Equity Interests exceed $40,000,000.00applicable Subsidiary in such jurisdictions as Agent may designate, which results shall be satisfactory to Agent; and (v) such certified organizational documents, updated good standing certificates, resolutions, incumbency certificates, legal opinions and other documents as Agent may reasonably require.

Additional Collateral. If Borrower seeks at any time to increase the Collateral Value, Borrower shall provide additional Collateral in accordance with the following procedures: (a) The Borrower shall have the right subject deliver to the terms hereof to add to the Collateral any other Real Estate that is 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, the addition of such 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: Bank: (i) if such a legal description of the proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; additional Collateral; (ii) no Default a title commitment or Event of Default shall have occurred title policy endorsement covering the proposed additional Collateral and containing or exist or would occur or exist if showing only such asset were included within exceptions from title insurance coverage as are similar in substance and character to the title exceptions for the Collateral and originally described in the requested Loan fully funded, including, without limitation, under Section 9.1; Mortgage ("Original Collateral") or otherwise reasonably acceptable to Bank; (iii) such environmental audits and documents as Bank required for purposes of approval of the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretionOriginal Collateral hereunder; and (iv) a mortgage amendment or spreader agreement which, when executed, delivered and recorded by Borrower and Bank, shall "spread" the Agent, on behalf lien of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to Mortgage over and upon the additional Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges so that the decision lien of the Majority Banks to grant or withhold their consent to Mortgage shall constitute a first mortgage lien upon 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 discretionCollateral, 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 Real Estate shall be subject only to the satisfaction exceptions permitted as provided herein; (v) sketches of survey or plats which will permit Bank to locate the proposed additional Collateral and to verify the legal description thereof; and (vi) an appraisal of the terms proposed additional Collateral sufficient to establish the Collateral Value therefor in accordance with the provisions of Section 5.4(a)(ii), (iii) and (iv)this Agreement. (b) Bank shall approve or disapprove in writing Borrower's submission of any proposed additional Collateral within ten (10) Business Days after the date of its receipt thereof. The Collateral Value shall be increased by the value of the Collateral subject to the Mortgage amendment or spreader agreement upon filing thereof in the proper public records and receipt by Bank of a title commitment or endorsement insuring such Collateral in the amount thereof as provided herein, and provided all other conditions to inclusion of such property in the Mortgaged Property and Collateral Value are satisfied, and all representations and warranties herein related thereto are true and correct. If Bank shall disapprove of Borrower's submission, it shall specify in writing its reasons for doing so. In connection with each the event that Bank shall neither approve or disapprove the additional Collateral within such additionten (10) day period, the then Bank shall be deemed to have approved such proposed additional Collateral in all respects and Borrower shall pay thereafter, upon execution and delivery to Bank by Borrower of the "spreader agreement", be deemed to have added acceptable additional Collateral to the Agent the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) Collateral hereunder for purposes of the Agent in connection with the addition of such Collateraldetermining Collateral Value. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The Borrower shall have the right subject to the terms hereof to add to the Collateral any other Real Estate that is 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, the addition of such 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 shall have has occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1Collateral; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents 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 or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of all of the Majority 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 Real Estate shall be subject only to the satisfaction of the 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 Collateral. (c) In the event that the Borrower requests an advance as a result of the addition of Real Estate which is eligible to cause an increase in the Designated Collateral Values but the Appraisal for such Real Estate has not yet been received and approved pursuant to this Agreement, then notwithstanding the definition of the term "Designated Collateral Value", the 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 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 definition of such term. (d) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. In order to secure the prompt payment and performance as and when due of all of Lessee's obligations (aboth now existing and hereafter arising) The Borrower shall have the right subject under all Equipment Schedules, Lessee hereby grants to the terms hereof to add to the Collateral any other Real Estate that is 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, the addition of such 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect Lessor a first priority security interest inin the following (whether now existing or hereafter created): the equipment described on Schedule A attached hereto and all replacements, substitutions, accessions and proceeds (cash and non-cash), including the proceeds of all insurance policies, thereof (the "Additional Collateral"). Provided that Lessee is not then in Default, upon the expiration of the twelfth (12th) quarter of the original term of this Lease (the "Replacement Date"), Lessee shall have the option to replace some or lien on, such Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion; and (iv) the Agentequipment described on Schedule A attached hereto with alternative collateral, on behalf of the Banks, following terms and conditions: if Lessee desires to exercise this option it shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation give Lessor written notice at least thirty (30) days before the Replacement Date with respect to the first Equipment Schedule to be executed under this Lease, which notice shall include an itemization of the alternative collateral proposed by Lessee and evidence reasonably satisfactory to Lessor that such proposed alternative collateral is of equal value and utility as the equipment described on Schedule A attached hereto which is to be replaced; and such proposed alternative collateral shall otherwise be reasonably acceptable to Lessor. From and after consummation of such replacement in accordance with the terms hereof, such alternative collateral shall be deemed to be "Additional Collateral" hereunder. In furtherance of the foregoing, Lessee irrevocably authorizes Lessor to record, at Lessee's expense, such Uniform Commercial Code financing statements with respect to the Additional Collateral as the AgentLessor may require. Lessee represents and warrants to Lessor that, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority 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 upon filing of such Real Estate Uniform Commercial Code financing statements describing the Additional Collateral in the State of Delaware, Lessor shall be subject only to have a first priority perfected security interest in the satisfaction Additional Collateral. Lessee covenants and agrees that it shall perform all of the terms of Section 5.4(a)(iiits obligations specified in Sections 7, 9, 10(a), (iii10(c), 10(d), 11, 14, 16, 17(a) 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 expenses18(g) of the Agent Lease with respect to the Additional Collateral as fully as if each reference to "Equipment" in connection with such Sections was a reference to the addition "Additional Collateral". In addition, Lessee covenants and agrees that, in the event of the loss of or damage to any item of the Additional Collateral, Lessee shall, at its sole cost and expense, promptly repair and restore, or replace, such item of the Additional Collateral to the condition of such Collateralitem immediately prior to the occurrence of such loss or damage. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The Provided no Default or Event of Default exists, the Borrower shall have the right right, subject to consent of the terms hereof to add to Agent and the Collateral any other Real Estate that is owned Required Lenders (which consent may be withheld in its sole and absolute discretion) and the satisfaction by the Borrower and which is not security for any other Indebtednessof the conditions set forth in this §5.3, to add Potential Collateral to the calculation of Borrowing Base Availability. Such addition In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall be completed by the execution and delivery provide written notice to the Agent of each such request. The Required Lenders shall have ten (10) Business Days following receipt of the Eligible all items required under this Agreement to add Real Estate Qualification Documentsas a Borrowing Base Property to grant or deny approval for such proposed Potential Collateral. If a Lender shall fail to respond within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed Potential Collateral. Agent shall notify Borrower if and when the Required Lenders have granted such approval. For the avoidance of doubt, only Real Estate that satisfies the requirement to be a Tier 1 Property may be included as Borrowing Base Properties after the date of this Agreement. Notwithstanding the foregoing, the addition of such Potential Collateral shall not increase be included in the Designated Collateral Value or calculation of the amounts available to be borrowed by the Borrower Borrowing Base Availability unless each of and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, the Required Lenders): (a) such Potential Collateral shall be satisfied:Eligible Real Estate and shall not cause a Default under §7.20; (ib) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estateowned (or leased under a Ground Lease) by a Wholly-Owned Subsidiary of the Borrower and leased pursuant to an Operating Lease to a TRS Lessee, and said Wholly-Owned Subsidiary, TRS Lessee and any other Persons required by §5.4 shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (iic) prior to or contemporaneously with such addition, the Borrower shall have submitted to the Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1exist; (iiid) the Borrower, its Wholly-Owned Subsidiary, REIT, TRS Lessee and any other Wholly-Owned Subsidiary of Borrower or REIT owning an interest (or Equity Interest) therein, as applicable, which is the owner and/or lessee (whether under a Ground Lease or Operating Lease) of the Real Estate and, as applicable, the owner of an Equity Interest in such Persons, as applicable, shall have executed and delivered to the Agent all Eligible Real Estate Borrowing Base Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralDocuments, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) 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 of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connections with this Agreement shall be true in all material respects both as of the date of which it was made and shall also be true as of the time of the addition of such Borrowing Base 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 of Event of Default shall have occurred and be continuing and the Agent in its sole discretionshall have received a certificate of the Borrower to such effect; and (ivf) the Agent, on behalf of Agent and the Banks, Required Lenders as required above shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect consented to the Collateral as inclusion of such Real Estate in the Agentcalculation of Borrowing Base Availability, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority 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 which consent may be granted or withheld solely at in the discretion of the Majority Banks; provided, however, that if the such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) Agent’s sole and (iv)absolute discretion. (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 Collateral. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. The transfer by the Seller and the Depositor of the Subsequent Mortgage Loans to the Trustee shall be absolute and shall be intended by all parties hereto to be treated as a sale by the Seller to the Trust Fund. If the assignment and transfer of the Subsequent Mortgage Loans and the other property specified in this Section 2.09 pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Seller and the Depositor each intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller and the Depositor each shall be deemed to have granted and does hereby grant to the Trustee as of such Subsequent Transfer Date a first priority security interest in its respective entire right, title and interest in and to the Subsequent Mortgage Loans and all other property conveyed to the Trustee pursuant to this Section 2.09 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Stated Principal Balances of the Subsequent Mortgage Loans as of the related Cut-off Date. (b) The Seller shall transfer and deliver to the Trustee or the Custodian on behalf of the Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (a) The Borrower shall have above only upon the right subject to the terms hereof to add to the Collateral any other Real Estate that is 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 satisfaction of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such 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 satisfiedon or prior to the applicable Subsequent Transfer Date: (i) if such proposed collateral is Real EstateThe Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, such Real Estate which notice shall be Eligible Real Estategiven not less than two Business Days prior to the applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Certificates; (ii) no Default or Event of Default The Seller and the Depositor shall have occurred or exist or would occur or exist if such asset were included within delivered to the Collateral and Trustee a duly executed Subsequent Transfer Agreement in substantially the requested Loan fully funded, including, without limitation, under Section 9.1form of Exhibit P; (iii) the Borrower The Seller shall have executed and delivered to the Agent Master Servicer for deposit in the Certificate Account all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security principal collected and interest in, or lien on, such Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory collected to the Agent extent accrued after the related Cut-off Date; (iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Seller aware of any pending insolvency; (v) Such addition will not result in its sole discretiona material adverse tax consequence to any REMIC or the Holders of the Certificates; (vi) The Pre-Funding Period shall not have terminated; (vii) The Seller shall have provided the Trustee and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters may be covered in the opinions delivered on the Closing Date; (viii) The Subsequent Mortgage Loans satisfy the parameters set forth in Exhibit Q hereto; and (ivix) On the Agentlast Subsequent Transfer Date, on behalf of the Banks, Trustee shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges an accountant's letter confirming that the decision characteristics of the Majority 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 Real Estate shall be subject only to the satisfaction of the 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 Mortgage Loans (including reasonable attorney's fees and expensesthe Subsequent Mortgage Loans) of satisfy the Agent conditions set forth in connection with the addition of such CollateralExhibit Q hereto. (c) In no event The Seller, the Depositor and the Trustee shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.03 and 2.04 with respect to the acquisition cost of any Mortgaged Property or Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Equity Interests exceed $40,000,000.00Mortgage Loans shall be deemed to refer to the Subsequent Mortgage Loans and references to the Closing Date shall be deemed to refer to the applicable Subsequent Transfer Date except that references to 720 days after the Closing Date shall remain unchanged as shall representations made with specific reference to the Initial Mortgage Loans.

Additional Collateral. (a) The Borrower shall have the right subject to the terms hereof to add to the Collateral any other Real Estate that is 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, the addition of such 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) Provided no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully fundedexists, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed the right, subject to consent of the Agent and delivered the Required Lenders (which consent may be withheld in its sole and absolute discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral as a Borrowing Base Property and to the calculation of Borrowing Base AvailabilityDebt Yield. In the event the Borrower desires to add additional Potential Collateral to theas a Borrowing Base AvailabilityProperty and to the calculation of Debt Yield as aforesaid, the 74 102175686\V-9 102175686\V-9 Borrower shall provide written notice to the Agent of such request. The Required Lenders shall have ten (10) Business Days following receipt of all Eligible items required under this Agreement to add Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents 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 or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority Banks Borrowing Base Property to grant or withhold their consent deny approval for such proposed Potential Collateral. If a Lender shall fail to the acceptance of additional Collateral under this Section 5.4 respond within such ten (10) Business Day period, such Lender shall be based entirely on deemed to have approved such factors as proposed Potential Collateral. Agent shall notify Borrower if and when the Majority Banks deem relevant in their sole discretionRequired Lenders have granted such approval. For the avoidance of doubt, including, without limitation, those enumerated in clauses (i) through (iv) hereinabove, and such consent only Real Estate that satisfies the requirement to be a Tier 1 Property may be granted or withheld solely at included as Borrowing Base Properties after the discretion date of this Agreement. Notwithstanding the foregoing, Potential Collateral shall not be included as a Borrowing Base Property and in the calculation of the Majority Banks; provided, however, that if Borrowing Base AvailabilityDebt Yield unless and until the such Real Estate is a Stabilized Property, acceptance of such Real Estate following conditions precedent shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), have been satisfied as determined by Agent (iii) and (iv). (b) In connection with each such additionor as required by this Agreement, 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 Collateral. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.Required Lenders):

Additional Collateral. (a) The Borrower shall have Mortgagor acknowledges and agrees that its Applicable Obligations are secured by the right subject Property and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of the Mortgagor described in the Credit Documents. The Mortgagor specifically acknowledges and agrees that the Property, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the terms hereof outstanding amount of the Obligations. Accordingly, the Mortgagor acknowledges that it is in the Mortgagor’s contemplation that the other collateral pledged to add secure the Applicable Obligations may be pursued by the Mortgagee in separate proceedings in the various States, counties and other countries where such collateral may be located and additionally that the Mortgagor liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Collateral Mortgagee may realize on sales of other property or any other Real Estate that is owned by the Borrower and which is not collateral given as security for any other Indebtednessthe Obligations. Such addition shall be completed by the execution Specifically, and delivery to the Agent without limitation of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, it is agreed that it is the addition intent of such Collateral the parties hereto that in the event of a foreclosure of this Mortgage, the Indebtedness evidencing the Obligations shall not increase be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the Designated Collateral Value further intent and understanding of the parties that the Mortgagee, following a Noticed Event of Default, may pursue all of its collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Mortgagor acknowledges and agrees that the Property and the property which may from time to time be encumbered by the other Secured Debt Agreements may be located in more than one State or country and therefore the Mortgagor waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Secured Debt Agreements in any particular manner, in any particular order, or in any particular State or other jurisdiction. Furthermore, the Mortgagor acknowledges and agrees that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the amounts available to be borrowed other Secured Debt Agreements or under any provision of law, by one or more proceedings, whether contemporaneous, consecutive or both in Amended and Restated Mortgage — Cherokee County, SC any one or more States in which the Borrower unless each security is located. Neither the acceptance of this Mortgage, or any Credit Document nor its enforcement in one State, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of the following conditions shall be satisfied:Credit Documents through one or more additional proceedings, in that State or in any other State or country. (ic) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) no Default The Mortgagor further agrees that any particular remedy or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully fundedproceeding, including, without limitation, under Section 9.1; foreclosure through court action (iiiin a state or federal court) or power of sale, may be brought and prosecuted in the Borrower shall have executed and delivered local or federal courts of any one or more States as to all or any part of the Property or the property encumbered by the Secured Debt Agreements wherever located, without regard to the Agent all Eligible Real Estate Qualification Documents fact that any one or other instruments, documents, more prior or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents 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 contemporaneous proceedings have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation been situated elsewhere with respect to the Collateral same or any other part of the Property and the property encumbered by the Secured Debt Agreements. (d) The Mortgagee may resort to any other security held by the Mortgagee for the payment of the Obligations in such order and manner as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority Banks to grant or withhold their consent Mortgagee may elect. (e) Notwithstanding anything contained herein to the acceptance of additional Collateral under this Section 5.4 contrary, the Mortgagee shall be based entirely on such factors as under no duty to the Majority Banks deem relevant in their sole discretionMortgagor or others, including, without limitation, those enumerated in clauses (i) through (iv) hereinabovethe holder of any junior, and such consent may be granted senior or withheld solely at subordinate mortgage on the discretion Property or any part thereof or on any other security held by the Mortgagee, to exercise or exhaust all or any of the Majority Banks; providedrights, however, that if the such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only powers and remedies available to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv)Mortgagee. (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 Collateral. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) As additional collateral for the Credit Agreement, the Borrower and each Subsidiary Guarantor shall to the extent reasonable and practical as determined by Lender in its sole and absolute discretion maintain each and every bank and/or securities account relationship at Lender or Fleet National Bank. Borrower represents that attached as Schedule 24 is a true and complete schedule of all bank accounts maintained in its name and that of the Subsidiary Guarantors which are not maintained at either Lender or Fleet National Bank or either of their affiliates in locations where neither Lender or its affiliates and Fleet National Bank or its affiliates have convenient branches for general operating accounts. Borrower and the Subsidiary Guarantors hereby specifically assign and grant a security interest in any accounts maintained in the name of Borrower and Subsidiary Guarantor's. (b) The Borrower shall have use its best efforts to obtain the right subject consent ABN-AMRO or its successors and assigns to the terms hereof granting to add to Lender by ASP B.V. of a second priority security interest in accounts receivable and a second mortgage on the Collateral any other Real Estate real property in the Netherlands. Provided that is owned by ABN-AMRO consents, on or before February 15, 1999, the Borrower shall cause and which is not ASP B.V. shall grant as additional security for any other Indebtednessthe Obligations, a second priority security interest in the ASP B.V. accounts receivable and a second mortgage on the ASP B.V.'s real property located in the Netherlands in the amounts of 500,000 Dutch Guilders. Such addition shall be completed by the execution together with all customary verifications of title and delivery all necessary corporate approvals and an opinion of Dutch counsel acceptable to the Agent of each of the Eligible Real Estate Qualification DocumentsLender and its counsel. Notwithstanding the foregoing, the addition inability of such Collateral the Borrower to obtain the consent of ABN-AMRO after utilizing its best efforts 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:a default under this Agreement. (ic) if such proposed collateral is Real EstateOn or before February 15, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded1999, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed cause and delivered to ASP B.V. shall grant as additional security for the Agent all Eligible Real Estate Qualification Documents or other instrumentsObligations, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, in all other personal property of which instruments, documents or agreements shall be in form and substance satisfactory ASP B.V. to the Agent in its sole discretion; and (iv) extent that such property is not the Agent, on behalf collateral of ABN-AMRO. In the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to event such property is the Collateral as the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision collateral of the Majority 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv). (b) In connection with each such additionABN-AMRO, the Borrower shall pay use its best efforts to obtain the Agent the reasonable outconsent of ABN-of-pocket costs and expenses AMRO to grant a second priority security interest in accordance with section (including reasonable attorney's fees and expensesb) of the Agent in connection with the addition of such Collateralhereof. (cd) In no event On or before January 22, 1999, ASP B.V. shall deliver a guaranty in the acquisition cost form signed by the Subsidiary Guarantors, a board resolution approving such guaranty, copies of any Mortgaged Property or all appropriate corporate documentation furnished by the Equity Interests exceed $40,000,000.00other Subsidiary Guarantors and an opinion of Dutch counsel acceptable to Lender and its counsel.

Additional Collateral. (a) The Borrower shall have In connection with the right subject to the terms hereof to add to the Collateral any other Real Estate that is 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 foregoingReserve Report, the addition of such 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed deliver a list of current Mortgaged Properties (as described in Section 8.12(d)) to ascertain whether the Mortgaged Properties represent at least the Minimum Collateral Amount after giving effect to exploration and delivered production activities, acquisitions, dispositions and production. In the event that the Mortgaged Properties do not represent at least the Minimum Collateral Amount, then the Borrower shall, and shall cause its Restricted Subsidiaries to, grant to the Administrative Agent all Eligible Real Estate Qualification Documents as security for the Obligations a first-priority Lien interest (subject only to Permitted Prior Liens) on additional Oil and Gas Properties not already subject to a Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least the Minimum Collateral Amount. All such Liens will be created and perfected by and in accordance with the provisions of mortgages, deeds of trust, security agreements and financing statements or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralSecurity Instruments, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent Majority Lenders and in its sole discretion; and sufficient executed (iv) the Agent, on behalf of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem and acknowledged where necessary or desirable. The Borrower acknowledges that the decision of the Majority 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 (iappropriate) 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv)counterparts for recording purposes. (b) In connection with each such addition, from time to time prior to the Second Lien Termination Date, the Borrower will, at its cost and expense, secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent (acting at the direction of the Majority Lenders) or the Majority Lenders shall pay designate within 30 days of such designation (or such later date as the Majority Lenders may agree (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Borrower and its Restricted Subsidiaries (including real and other properties acquired subsequent to the Agent Effective Date) subject to the limitations herein); provided that, neither the Borrower nor any Restricted Subsidiary shall be required to take additional action with respect to assets not required to be pledged as collateral for the obligations under the Second Lien Term Loan Agreement, assets specifically excluded from Collateral in the Security Instruments and assets which in the reasonable out-of-pocket costs judgment of the Majority Lenders are of de minimis value or for which the cost of obtaining a perfected security interest outweighs the value thereof. Such security interests and expenses Liens will be created under the Security Instruments and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to the Majority Lenders, and the Borrower shall deliver or cause to be delivered to the Majority Lenders all such instruments and documents (including reasonable attorney's fees legal opinions and expenseslien searches but excluding title insurance) as the Majority Lenders shall reasonably request within such thirty-day period to evidence compliance with this Section. The Borrower agrees to provide such evidence as the Majority Lenders shall reasonably request as to the perfection and priority status of the Agent in connection with the addition of each such Collateralsecurity interest and Lien. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The Provided no Default or Event of Default exists, the Borrower shall have the right right, subject to consent of the terms hereof to add to Agent (which consent may be withheld in its sole and absolute discretion) and the Collateral any other Real Estate that is owned satisfaction by the Borrower and which is not security for any other Indebtednessof the conditions set forth in this §5.3, to add Potential Collateral to the calculation of Borrowing Base Availability. Such addition In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall be completed by the execution and delivery provide written notice to the Agent of each such request. No Potential Collateral shall be included in the calculation of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower Borrowing Base Availability unless each of and until the following conditions precedent shall be satisfied:have been satisfied as determined by Agent (or as required by this Agreement, the Required Lenders): (ia) if such proposed collateral is Real Estate, such Real Estate Potential Collateral shall be Eligible Real Estate; (iib) such Real Estate shall be owned by a Wholly-Owned Subsidiary of the Borrower, and said Wholly-Owned Subsidiary (and each other Subsidiary of Borrower owning an interest therein) shall have executed a Joinder Agreement and satisfied the conditions of §5.4; (c) prior to or contemporaneously with such addition, the Borrower shall have submitted to the Agent a Compliance Certificate prepared using the financial statements of the Borrower most recently provided or required to be provided to the Agent under §6.4 or §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1exist; (iiid) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all Eligible Real Estate Borrowing Base Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralDocuments, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; (e) 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 of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connections with this Agreement shall be true in all material respects both as of the date of which it was made and shall also be true as of the time of the addition of such Borrowing Base 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 of Event of Default shall have occurred and be continuing and the Agent in its sole discretionshall have received a certificate of the Borrower to such effect; and (ivf) the Agent, on behalf of the Banks, Agent as required above shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect consented to the Collateral as inclusion of such Real Estate in the Agentcalculation of Borrowing Base Availability, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that the decision of the Majority 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 which consent may be granted or withheld solely at in the discretion of the Majority Banks; provided, however, that if the such Real Estate is a Stabilized Property, acceptance of such Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) Agent’s sole and (iv)absolute discretion. (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 Collateral. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The Borrower shall have the right subject to the terms hereof to permit Property Owner to add to the Collateral collateral for the Mortgage Loan any other Real Estate that is owned by the Borrower Property Owner 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, the addition of such Collateral collateral for the Mortgage Loan 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, documents or agreements, including Uniform Commercial Code financing statements, agreements as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateraldesirable, all of which instruments, documents 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 or other information or documentation with respect to the Collateral such Real Estate as the Agent, in its sole discretion, shall deem necessary or desirable; and (v) the Mortgagee shall have accepted such Real Estate as a Mortgaged Property. The Borrower acknowledges that the decision of the Majority Banks to grant or withhold their consent to the acceptance of an additional Collateral Mortgaged Property 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 (ivv) 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii), (iv) and (ivv). (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 Collateralproperty. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests equity interests of Property Owner in the Mezzanine Property exceed $40,000,000.00.

Additional Collateral. (a) The From time to time, the Borrower will, at its cost and expense, secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall have designate within 30 days of such designation (or such later date as the right subject Required Lenders may agree (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Loan Parties and each of its Subsidiaries (including real and other Property acquired subsequent to the terms hereof Closing Date)); provided that, neither the Loan Parties nor any of its Subsidiaries shall be required to add take additional action with respect to assets specifically excluded from Collateral in the Collateral any other Real Estate that is owned by Security Instruments and assets which in the Borrower and reasonable judgment of the Required Lenders are of de minimis value or for which is not the cost of obtaining a perfected security for any other Indebtednessinterest outweighs the value thereof. Such addition shall security interests and Liens will be completed by created under the execution Security Instruments and delivery to the Agent of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or security agreements, including Uniform Commercial Code financing statementsmortgages, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all deeds of which instruments, trust and other instruments and documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion; and (iv) Required Lenders and the Collateral Agent, on behalf of and the Banks, Borrower shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions deliver or other information or documentation with respect cause to be delivered to the Collateral Administrative Agent all such instruments and documents (including legal opinions and lien searches but excluding title insurance) as the Agent, in its sole discretion, Collateral Agent or the Required Lenders shall deem necessary or desirablereasonably request within such thirty-day period to evidence compliance with this Section. The Borrower acknowledges that agrees to provide such evidence as the decision of Collateral Agent or the Majority Banks to grant or withhold their consent Required Lenders shall reasonably request as to the acceptance perfection and priority status 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 Real Estate shall be subject only to the satisfaction of the 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 security interest and expenses (including reasonable attorney's fees and expenses) of the Agent in connection with the addition of such CollateralLien. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The In the event that Borrower shall have desires to use proceeds of the right subject Loans or any Letter of Credit to the terms hereof to add to the Collateral any other directly or indirectly acquire Real Estate that is owned by the Borrower and which is not security for or any other Indebtedness. Such addition interest therein or to refinance indebtedness secured thereby, such Real Estate shall be completed by the execution and delivery required to the Agent of each of the Eligible become a Mortgaged Property as a condition thereto. No Real Estate Qualification Documents. Notwithstanding the foregoing, the addition of such Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower included as a Mortgaged Property unless each of and until the following conditions precedent shall be have been satisfied: (i) if such proposed collateral is Real Estate, such Real Estate shall be Eligible Real Estate; (ii) if such Real Estate is owned by a Wholly-Owned Subsidiary of the Borrower, said 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, all of which instruments, documents or agreements shall, to the extent required by this Agreement, be in form and substance reasonably satisfactory to the Agent; and (iv) 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 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 or exist or would occur or exist if such asset were included within the Collateral and be continuing and the requested 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 fully funded, including, without limitation, under Section 9.1;Documents. (iiib) the If such Real Estate is owned by a Wholly Owned Subsidiary of Borrower, then Borrower shall have pledge to Agent 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 Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan to be used to refinance indebtedness secured thereby, cause to be executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralDocuments, all of which instrumentsto the extent required by this Agreement, documents or agreements shall be in form and substance satisfactory to Agent. (d) The Mortgage and Assignment of Leases and Rents shall be effective upon the delivery thereof, but shall not be recorded until the occurrence of an Event of Default. Upon the occurrence of an Event of Default, the Agent in its sole discretion; and (iv) may, and upon the Agent, on behalf direction of the BanksRequired Lenders, shall have received shall, record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect thereto as deemed necessary by Agent in the public records without any further action of or notice to the Borrower or any other appraisalsparty and without waiving such Event of Default. In addition, surveysthe 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, rent rollsincluding without limitation, environmental reportsowner’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, the Agent may obtain, at the Borrower’s sole cost and expense, a mortgagee’s title insurance reports, certificates, opinions or other information or documentation policy with respect to the Collateral each Mortgaged Property encumbered by such Mortgage and Assignment of Leases and Rents in such amount as is determined by the Agent, in its sole discretion, shall deem necessary or desirable. The Borrower acknowledges that shall upon demand pay the decision 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 Majority Banks to grant Mortgages or withhold their consent to the acceptance Assignments 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, Leases 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv). (b) Rents. In connection with each such 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 fails to pay such amounts as provided in this 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 acquiring, forming, holding or otherwise receiving or owning after the 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 Borrower shall cause to be delivered to the Agent the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) each of the Agent following in connection form and substance reasonably satisfactory to the Agent: (i) a supplement or amendment to the Assignment of Interests (or if no Assignment of Interests has been executed by the applicable party, then the Assignment of Interests) executed by the Borrower or the applicable Subsidiary, subjecting such Equity Interest (or interest therein) to the Lien of the 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 blank by a duly authorized officer of Borrower or such Subsidiary, together with an Acknowledgement substantially in the addition form of Exhibit G to the Assignment of Interests, duly executed by any issuer of such Collateral. Equity Interest; (ciii) In no event shall the acquisition cost of all formation and organizational agreements relating to any Mortgaged Property 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 the Equity Interests exceed $40,000,000.00applicable Subsidiary in such jurisdictions as Agent may designate, which results shall be satisfactory to Agent; and (v) such certified organizational documents, updated good standing certificates, resolutions, incumbency certificates, legal opinions and other documents as Agent may reasonably require.

Additional Collateral. In addition to the conditions set forth in Section 7 hereof, as a condition to the Applicable Percent becoming fifty-five percent (55%) as contemplated in Section 2.1(b) hereof the Borrower shall obtain the written consent of the Lender thereto and shall satify the following: (a) The Borrower shall have the right subject duly execute and deliver to the terms hereof Lender mortgages or deeds of trust (each such mortgage or deed of trust, as it may be amended, modified or supplemented from time to add to the Collateral any other Real Estate that is time in accordance with its terms, a "Mortgage") in respect of real property 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 foregoingset forth on Schedule 6 hereto (such real property, the addition of such "Mortgage Collateral") so as to create in the Lender's favor, upon recordation thereof, a valid, perfected and enforceable first priority mortgage and lien on the Mortgage Collateral shall not increase the Designated Collateral Value and all improvements thereon 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 Estatetherein, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered Mortgages to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Agent in its sole discretion; andLender. (ivb) The Borrower shall cause the AgentMortgages to be duly recorded in the appropriate recording office or offices and shall pay all fees and taxes payable in connection therewith. (c) The Borrower shall furnish to the Lender, on behalf at the Borrower's expense, one or more policies of mortgagee title insurance, in form, substance and amount satisfactory to the Lender, insuring that each of the BanksMortgages is a valid and perfected first priority mortgage and lien in favor of the Lender on the interest of the Borrower in the real property and improvements described therein, and that the Borrower has good and marketable title thereto, issued by a title insurance company reasonably satisfactory to the Lender, together with satisfactory evidence that all title insurance premiums therefor have been fully paid. The Borrower shall have received any other appraisals, surveys, rent rollsfurnish to the Lender certified surveys of real property and such legal opinions, environmental reports, title insurance reportsquestionnaires, certificates, opinions or other information or documentation agreements and documents as the Lender may reasonably request with respect to the Collateral as Mortgages and the Agent, in its sole discretion, shall deem necessary or desirableMortgage Collateral. The Borrower acknowledges that the decision of the Majority Banks to grant or withhold their consent shall additionally provide to the acceptance Lender with respect to any real property to be subject to a Mortgage on or prior to the taking of additional Collateral under this Section 5.4 such Mortgage such appraisals of such real property as shall be based entirely on such factors as requested by the Majority Banks deem relevant in their sole discretionLender or required under applicable law, including, without limitation, those enumerated in clauses the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended (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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (ivFIRREA). (bd) In connection with each such additionThe Borrower shall duly execute and deliver to the Lender a pledge agreement, in form and substance satisfactory to the Lender, pursuant to which the Borrower shall pay grant to the Agent Lender a valid, perfected and enforceable first priority security interest in the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) promissory note dated September 26, 1995 by Kmart to the order of the Agent Borrower in connection the original principal amount of $15,800,000. The Borrower shall deliver such promissory note to the Lender duly endorsed to the order of the Lender in a manner satisfactory to the Lender. The Borrower shall furnish to the Lender such legal opinions, agreements and documents with respect to such pledge agreement and promissory note as the addition of such CollateralLender may reasonably request. (ce) In no event The Lender shall receive any and all consents and approvals, in form and substance satisfactory to the acquisition cost Lender, as are necessary to permit the granting of the first priority perfected security interests and liens contemplated under this Section 6 or to avoid the occurrence of a default under any Mortgaged Property agreement or document to which the Equity Interests exceed $40,000,000.00Borrower is a party or by which it or any of its properties may be bound, including, without limitation, the Borrowers 14% debentures due January 1, 1996.

Additional Collateral. (a) Mortgagor acknowledges and agrees that the Indebtedness and all other obligations hereunder (such Indebtedness and other obligations collectively called the "Obligations") are secured by the Premises and various other collateral including, without limitation, at the time of execution of this Mortgage certain personal property of Mortgagor described in the Loan Documents. The Borrower shall have Mortgagor specifically acknowledges and agrees that the right subject Premises, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, Mortgagor acknowledges that, to the terms hereof fullest extent permitted by applicable law, it is in the Mortgagor's contemplation that the other collateral pledged to add secure the Obligations may be pursued by the Mortgagee in separate proceedings in the various states, counties and other countries where such collateral may be located and additionally that Mortgagor and other parties liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any amounts the Collateral Mortgagee may realize on sales of other property or any other Real Estate that is owned by the Borrower and which is not collateral given as security for any other Indebtednessthe Obligations except as otherwise set forth in this Mortgage. Such addition shall be completed by the execution Specifically, and delivery to the Agent without limitation of each of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoing, it is agreed that it is the addition intent of the parties hereto that in the event of a foreclosure of this Mortgage, the Obligations shall not be deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the further intent and understanding of the parties that the Mortgagee, following an Event of Default, may, to the fullest extent permitted by applicable law, pursue all of its Collateral with the Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any other judgment which the Mortgagee may obtain. (b) The Grantor acknowledges and agrees that the Premises and the other collateral which may from time to time be encumbered by the other Loan Documents may be located in more than one state, county or country and therefore Mortgagor, to the fullest extent permitted by applicable law, waives and relinquishes any and all rights it may have, whether at law or equity, to require the Mortgagee to proceed to enforce or exercise any rights, powers and remedies it may have under the Loan Documents in any particular manner, in any particular order, or in any particular state or other jurisdiction. Furthermore, Mortgagor acknowledges and agrees, to the fullest extent permitted by applicable law, that the Mortgagee shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Mortgage, or the other Loan Documents or under any provision of law, by one or more proceedings, (whether contemporaneous, consecutive or both) in any one or more states, counties or countries in which the security is located. To the fullest extent permitted by applicable law, neither the acceptance of this Mortgage or any Loan Document nor the enforcement in one state, county or country, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of such Collateral shall not increase the Designated Collateral Value documents through one or the amounts available to be borrowed by the Borrower unless each of the following conditions shall be satisfied:more additional proceedings, in that state or in any other state, county or country. (ic) if such proposed collateral is Real EstateTo the fullest extent permitted by applicable law, such Real Estate shall be Eligible Real Estate; (ii) no Default Mortgagor further agrees that any particular remedy or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully fundedproceeding, including, without limitation, under Section 9.1; foreclosure through court action (iiiin a state or federal court) or power of sale, may be brought and prosecuted in the Borrower shall have executed and delivered local or federal courts of any one or more states as to all or any part of the Premises or the collateral encumbered by the Loan Documents, wherever located, without regard to the Agent all Eligible Real Estate Qualification Documents fact that any one or other instruments, documents, more prior or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents 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 contemporaneous proceedings have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation been situation elsewhere with respect to the Collateral as the Agent, in its sole discretion, shall deem necessary same or desirable. The Borrower acknowledges that the decision any other part of the Majority Banks to grant or withhold their consent to Premises and the acceptance of additional Collateral under this Section 5.4 shall be based entirely on such factors as other collateral encumbered by 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv)Loan Documents. (bd) In connection with each such additionTo the fullest extent permitted by applicable law, Mortgagee may resort to any other security held by the Borrower shall pay to Mortgagee for the Agent the reasonable out-of-pocket costs and expenses (including reasonable attorney's fees and expenses) payment of the Agent Obligations in connection with such order and manner as the addition of such CollateralMortgagee may elect. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.

Additional Collateral. (a) The In connection with the delivery of each Reserve Report, the Borrower shall have deliver a list of current Mortgaged Properties (as described in Section 5.12(d)) to ascertain whether the right subject Mortgaged Properties represent at least the Minimum Collateral Amount after giving effect to exploration and production activities, acquisitions, dispositions and production. In the terms hereof to add event that the Mortgaged Properties do not represent at least the Minimum Collateral Amount, then within 30 days thereafter (or such later date as the Collateral Agent may agree in its reasonable discretion) the Borrower shall, or shall cause a Restricted Subsidiary to, grant to the Collateral any other Real Estate that is owned by the Borrower and which is not Agent as security for any other Indebtedness. Such addition shall be completed by the execution Obligations a perfected security interest and delivery lien (subject in priority only to the Agent of each Permitted Prior Liens) on additional Oil and Gas Properties not already subject to a Lien of the Eligible Real Estate Qualification Documents. Notwithstanding the foregoingSecurity Instruments such that after giving effect thereto, the addition Mortgaged Properties will represent at least the Minimum Collateral Amount. All such Liens will be created and perfected by and in accordance with the provisions of such Collateral shall not increase the Designated Collateral Value or the amounts available to be borrowed by the Borrower unless each mortgages, deeds of the following conditions shall be satisfied: (i) if such proposed collateral is Real Estatetrust, such Real Estate shall be Eligible Real Estate; (ii) no Default or Event of Default shall have occurred or exist or would occur or exist if such asset were included within the Collateral security agreements and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents financing statements or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such CollateralSecurity Instruments, all of which instruments, documents or agreements shall be in form and substance satisfactory to the Administrative Agent and in its sole discretion; and sufficient executed (iv) the Agent, on behalf of the Banks, shall have received any other appraisals, surveys, rent rolls, environmental reports, title insurance reports, certificates, opinions or other information or documentation with respect to the Collateral as the Agent, in its sole discretion, shall deem and acknowledged where necessary or desirable. The Borrower acknowledges that the decision of the Majority 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 (iappropriate) 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv)counterparts for recording purposes. (b) In connection with each such additionthe event that the Borrower or any Restricted Subsidiary grants a Lien on any property to secure any obligations under any First Lien Loan Document, the Borrower shall pay will, and will cause such Restricted Subsidiary to, contemporaneously therewith grant to the Collateral Agent to secure the reasonable out-of-pocket costs Obligations a Lien on the same property pursuant to Security Instruments in form and expenses (including reasonable attorney's fees and expenses) of substance satisfactory to the Agent in connection with the addition of such CollateralCollateral Agent. (c) In no event addition, from time to time, the Borrower will, at its cost and expense, secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate within 30 days of such designation (or such later date as the acquisition Collateral Agent may agree (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Borrower and its Restricted Subsidiaries (including real and other properties acquired subsequent to the Closing Date)); provided that, neither the Borrower nor any Restricted Subsidiary shall be required to take additional action with respect to assets specifically excluded from Collateral in the Security Instruments and assets which in the reasonable judgment of the Administrative Agent are of de minimis value or for which the cost of any Mortgaged Property obtaining a perfected security interest outweighs the value thereof. Such security interests and Liens will be created under the Security Instruments and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Equity Interests exceed $40,000,000.00Collateral Agent all such instruments and documents (including legal opinions and lien searches but excluding title insurance) as the Collateral Agent shall reasonably request within such thirty-day period to evidence compliance with this Section. The Borrower agrees to provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien.

Additional Collateral. (a) The Borrower shall have the right subject Seller may, from time to time, deliver to the terms hereof to add Custodian, additional Mortgage Loans (the "Additional Collateral") as an addition to the Collateral any other Real Estate that is owned --------------------- Purchased Mortgage Loans already held 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, the addition of such 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 shall have occurred or exist or would occur or exist if such asset were included within the Collateral and the requested Loan fully funded, including, without limitation, under Section 9.1; (iii) the Borrower shall have executed and delivered to the Agent all Eligible Real Estate Qualification Documents or other instruments, documents, or agreements, including Uniform Commercial Code financing statements, as the Agent shall deem necessary or desirable to perfect a first priority security interest in, or lien on, such Collateral, all of which instruments, documents 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 or other information or documentation Custodian with respect to a Transaction. In such event, the Seller shall deliver to the Custodian the Mortgage Files for the Additional Collateral as together with a Custodial Delivery and Mortgage Loan Schedule, with a copy to the AgentRegistered Holder(s) and, in its sole discretionif Buyer is not the applicable Registered Holder at such time, shall deem necessary or desirable. The Borrower acknowledges the Buyer, stating that the decision Additional Collateral is being delivered with respect to an identified Transaction. It is expressly understood and agreed that the Custodian shall have no duty to perform any valuation of collateral and shall have no responsibility to ascertain the Majority Banks to grant or withhold their consent to the acceptance adequacy 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 Real Estate shall be subject only to the satisfaction of the terms of Section 5.4(a)(ii), (iii) and (iv)any Additional Collateral. (b) The Custodian shall deliver to the related Registered Holder (via fax with the original to follow the next Business Day) no later than 1 p.m. (New York City time) one (1) Business Day after receipt of such Additional Collateral from the Seller, a Trust Receipt and Mortgage Loan Schedule and exception report that reflects the delivery of the Additional Collateral; provided that, in the event that the Custodian does not receive the items required to be delivered pursuant to Section 7(a) above by no later than 9:30 a.m. (California time) on the date of delivery, then the Custodian shall deliver such a Trust Receipt and Mortgage Loan Schedule within two (2) Business Days after the date of delivery. In connection with each issuing such additionMortgage Loan Schedule and Trust Receipt, the Borrower Custodian shall pay to employ the Agent same procedures as set forth in Section 4 in reviewing 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 CollateralMortgage Files. (c) In no event shall the acquisition cost of any Mortgaged Property or the Equity Interests exceed $40,000,000.00.