Common use of Addition of Borrowing Base Assets Clause in Contracts

Addition of Borrowing Base Assets. Provided no Event of Default exists, the Borrower shall have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset is to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5; (d) 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and (f) after giving effect to the inclusion of such Potential Borrowing Base Asset, 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ reasonable discretion.

Addition of Borrowing Base Assets. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable sole and absolute discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets Collateral to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed No Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset Collateral shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and or as required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset Collateral is to be a Borrowing Base Property, such Potential Borrowing Base Property Collateral shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset Collateral is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset Collateral 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 §5.5; (d) 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset Collateral shall have executed and delivered to the Agent all applicable Borrowing Base Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and; (f) after giving effect to the inclusion of such Potential Borrowing Base AssetCollateral, 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuingcontinuing (including, without limitation, any Default under §9.1, §9.6, §9.7, §9.8, §9.9, §9.10 or §9.11), and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (hg) the Agent and the Required Lenders, as required above, shall have consented to the inclusion of such Real Estate or Mortgage Borrowing Base Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ reasonable sole and absolute discretion.

Addition of Borrowing Base Assets. Provided no Event of Default exists(a) Subject to compliance with this Section 7.15(a), the Borrower shall Borrowers may from time to time elect to have the right, subject to the consent of a Property approved by the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential as a Borrowing Base Assets to the Borrowing Base AvailabilityAsset. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidsuch event, the Borrower Representative shall provide written notice to the Agent of such request. The Agent and written notice thereof (each an “Confirmation Request”) no later than 10:00 a.m. on the Required Lenders shall have Business Day that is at least ten (10) Business Days following receipt of all items required under this Agreement prior to add the date on which the Borrowers wish to have such Eligible Real Estate Property approved by the Agent and the Lenders as a Borrowing Base Asset, such Confirmation Request to (i) identify the Property or a Mortgage Loan proposed to be approved as a Borrowing Base Loan Asset, (ii) set forth the calculation of the amount of Availability attributable to grant or deny approval for such proposed Potential Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. Together with the Confirmation Request, the Borrower Representative shall deliver to the Agent (x) a pro forma Borrowing Base Certificate, (y) the Borrowers’ credit write-up and approval memo relating to such prospective Borrowing Base Asset, if any, and (z) if requested by the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent may reasonably request from time to time (collectively, the “Credit Underwriting Documents”). With respect to any Property which the Borrowers have requested be approved by the Agent and the Lenders as a Borrowing Base Asset, Borrowers shall be deemed to represent and warrant hereunder that such Property is an Eligible Unencumbered Property and all of the representations and warranties as set forth on Exhibit J hereto are true and correct with respect to such Property. Promptly upon receipt of a Confirmation Request and all related Credit Underwriting Documents (collectively, each, an “Confirmation Request Package”), the Agent shall provide copies thereof to each Lender. (b) On or before 5:00 p.m. on the tenth (10th) Business Day following the Agent's receipt of a Confirmation Request Package, the Agent will advise the Borrower Representative as to whether the Agent and the Requisite Lenders have confirmed the Confirmation Request. If the Agent does not respond to the Confirmation Request within the time period set forth herein, the Confirmation Request shall be deemed denied and the Property identified in the Confirmation Request shall not be included as a Borrowing Base Asset. If a Lender Confirmation Request has been confirmed, the subject Property shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential thereupon become a Borrowing Base Asset as Collateralupon execution and delivery of all of the documents required to be provided under the immediately following subsection (c). Notwithstanding the foregoing, In no Potential event shall a Property become a Borrowing Base Asset shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent such Property has also become (and as required by this Agreement, the Required Lenders): (a) if or will simultaneously with such Potential Property becoming a Borrowing Base Asset is to be hereunder) a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; Asset (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base as defined in the Term Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation;Agreement). (c) if such Potential No Property shall become a Borrowing Base Asset is owned by a Wholly-Owned Subsidiary of until the Borrower, said Wholly-Owned Subsidiary Borrowers shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) 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 caused 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documentsthe following (if not previously delivered to the Agent), all of which instruments, documents or agreements shall each to be in form and substance reasonably satisfactory to the Agent: (i) The results of a recent UCC, tax, judgment, bankruptcy and lien search in each of the jurisdictions in which UCC financing statements or other filings or recordations should be made to evidence or perfect Liens in such Equity Interests; (ii) A supplement to the Pledge Agreement, executed by each Person that owns, directly or indirectly, any Equity Interests of the Property Subsidiary that owns or leases such Property, subjecting all such Equity Interests to the Lien of the Pledge Agreement, except to the extent that such Person (a) does not own a direct Equity Interest in any Property Subsidiary, and (b) such Person owns a direct or indirect Equity Interest in a Subsidiary which owns a Property which is not a Borrowing Base Property; (iii) Each document (including, without limitation, any UCC financing statement) and all actions required by the Pledge Agreement or under Applicable Law or reasonably deemed necessary or appropriate by the Agent to be entered into, filed, registered or recorded or taken, in order to create in favor of the Agent, for the benefit of the Lenders, a perfected first-priority Lien in such Equity Interest, shall have been entered into, filed, registered, recorded, taken or shall have been delivered to the Agent and be in proper form for filing, registration or recordation, as appropriate; (iv) If such Property Subsidiary or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Property Subsidiary is not already a Guarantor, an Accession Agreement executed by each such Person; (v) Such information as the Agent or any Lender may request with respect to any Person becoming a Loan Party in connection with such Property becoming a Borrowing Base Asset, in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (fvi) after giving effect All of the items that would have been required to be delivered to the inclusion Agent under Section 5.1.(a)(v) through (a)(ix), Section 5.1.(a)(xiv) and Section 5.1.(a)(xv) had any such Subsidiary been a Loan Party on the Effective Date. (d) All determinations by the Agent and the Requisite Lenders as to whether to confirm any Confirmation Request shall be in their reasonable discretion. (e) Notwithstanding anything to the contrary in subsections (a) and (b) of such Potential this Section and without the Borrowers being required to provide a Confirmation Request Package or the Agent and Lenders’ confirming a Confirmation Request, each Property listed on Schedule 7.15. (a “Designated Property”) shall be admitted as a Borrowing Base AssetAsset hereunder at such time as (i) the Borrowers have obtained and provided to the Administrative Agent evidence that the Liens on such Designated Property as set forth on Schedule 6.1(f) have been released, each (ii) the Borrowers certify that such Designated Property is an Eligible Unencumbered Property and complies with all of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries applicable to such Property contained in this AgreementExhibit J hereto, and (iii) the other Loan Documents or in any document or instrument delivered pursuant requirements of Section 7.15(c) above have been satisfied with respect to or in connection with this Agreement shall be true in all material respects both as of such Designated Property and the date as of which it was made and shall also be true as of the time of the addition of Borrowers have provided a pro forma Borrowing Base Asset in the calculation of the Borrowing Base Availability, 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 Certificate inclusive of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan Designated Property as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ reasonable discretion.

Addition of Borrowing Base Assets. Provided no Event of Default exists(a) Subject to compliance with this Section 7.15(a), the Borrower shall Borrowers may from time to time elect to have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate a Property added as a Borrowing Base Asset. In such event, the Borrower Representative shall provide to the Agent written notice thereof (each an “Addition Notice”), no later than 10:00 a.m. on the Business Day on which the Borrowers wish to have such Property or a Mortgage Loan added as a Borrowing Base Loan Asset, such Addition Notice to grant or deny approval for such (i) identify the Property proposed Potential to be added as a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such proposed Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. If Together with the Addition Notice, the Borrower Representative shall deliver to the Agent a Lender shall fail pro forma Borrowing Base Certificate. With respect to respond to Agent within such ten (10) Business Day periodany Property which the Borrowers have requested be added as a Borrowing Base Asset, such Lender Borrowers shall be deemed to have approved represent and warrant hereunder that such proposed potential Property is an Eligible Unencumbered Property and all of the representations and warranties as set forth on Exhibit J hereto are true and correct with respect to such Property. Promptly upon receipt of an Addition Notice and the pro forma Borrowing Base Certificate, the Agent shall provide copies thereof to each Lender. If an Addition Notice has been delivered together with the other documentation in compliance with this Section 7.15(a), the subject Property shall thereupon become a Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation upon execution and delivery of all of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as documents required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset is to be a Borrowing Base Propertyprovided under the immediately following subsection (b), such Potential Borrowing Base Property shall be Eligible Real Estate;if any. (b) if If any Property Subsidiary that owns or leases a Property for which an Addition Notice has been provided (or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Potential Property Subsidiary) is required (or will be required upon the addition of such Property as a Borrowing Base Asset) to be Guarantor under Section 7.12 and such Person is not already a Guarantor, such Property shall not become a Borrowing Base Asset is until the Borrowers shall have caused to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5; (d) 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documentsthe following (if not previously delivered to the Agent), all of which instruments, documents or agreements shall each to be in form and substance reasonably satisfactory to the Agent; and: (fi) after giving effect to an Accession Agreement (or if at any time all Guarantors have been released from the inclusion Guaranty and as a result of such Potential Borrowing Base Assetreleases the Guaranty has terminated, each a Guaranty substantially in the form of the representations and warranties made Exhibit H) executed by each such Property Subsidiary or on behalf of other Person; (ii) Such information as the Borrower or the Guarantors Agent or any of their respective Subsidiaries contained in this Agreement, the other Lender may request with respect to any such Person becoming a Loan Documents or in any document or instrument delivered pursuant to or Party 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as Property becoming a Borrowing Base Asset, which consent may in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (iii) All of the items that would have been required to be granted in delivered to the Agent’s Agent under Section 5.1.(a)(iv) through (a)(viii) and Section 5.1.(a)(xiv) had any such Subsidiary becoming a Guarantor been a Loan Party on the Required Lenders’ reasonable discretionEffective Date.

Addition of Borrowing Base Assets. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable sole and absolute discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets Collateral to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such requestrequest (which the Agent shall promptly furnish to the Lenders), together with all documentation and other information required to permit the Agent to determine whether such Real Estate is Eligible Real Estate. The Thereafter, the Agent and the Required Lenders shall have ten (10) Business Days following from the date of the receipt of all items required under this Agreement such documentation and other information to add advise the Borrower whether the Lenders consent to the acceptance of such Eligible Real Estate Potential Collateral as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset Collateral shall be included in the calculation of the Borrowing Base Availability Appraisal Value Limit unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders):satisfied: (a) if such Potential Borrowing Base Asset is to be a Borrowing Base Property, such Potential Borrowing Base Property Collateral shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset Collateral 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 §5.5; (dc) 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 exist; (ed) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset Collateral shall have executed and delivered to the Agent all applicable Borrowing Base Eligible Real Estate Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and; (fe) after giving effect to the inclusion of such Potential Borrowing Base AssetCollateral, 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 a Borrowing Base Asset in the calculation of the Borrowing Base AvailabilityAppraised Value Limit, 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 and except as previously disclosed in writing by the Borrower to the Agent and approved by the Agent in writing (which disclosures shall be deemed to amend the schedules and other disclosures delivered as contemplated in this Agreement (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuingcontinuing (including, without limitation, any Default under §9.1), and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (hf) the Agent and the Required Lenders, as required above, shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ reasonable sole and absolute discretion.

Addition of Borrowing Base Assets. Provided no Event (a) With the approval of Default existsthe Agent, the Borrower shall Borrowers may from time to time have Properties included in the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base AvailabilityPool. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidsuch event, the Borrower Borrowers shall provide written notice to the Agent of such request. The Agent and written notice thereof (each an "Approval Request") no later than 10:00 a.m. (Boston, Massachusetts time) on the Required Lenders shall have Business Day that is at least ten (10) Business Days following receipt of all items required under this Agreement prior to add the date on which the Borrowers wish to have such Eligible Real Estate as a asset included within the Borrowing Base Assets Pool, such Approval Request to (i) identify the Property or a Mortgage Loan as a proposed to be included in the Borrowing Base Loan Assets Pool, (ii) set forth the calculation of the Borrowing Base Availability attributable to grant or deny approval for such proposed Potential asset to be reflected on the Borrowing Base Certificate, and (iii) certify that such asset complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. Together with the Approval Request, the Borrowers shall deliver to the Agent (i) a completed, current Borrowing Base Certificate, (ii) the Borrowers' credit write-up and approval memo relating to such prospective Borrowing Base Asset, and (iii) if requested by the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent may request from time to time (collectively, the "Credit Underwriting Documents"). With respect to any asset which the Borrowers have requested be added to the Borrowing Base Assets Pool, Borrowers shall be deemed to represent and warrant hereunder that with respect to such asset all of the representations and warranties as set forth on Exhibit J hereto are true and correct. (b) Promptly upon receipt of an Approval Request and all related Credit Underwriting Documents (collectively, each, an "Approval Request Package"), the Agent shall provide copies thereof to each Lender. Within ten (10) Business Days after its receipt of an Approval Request Package, each Lender shall advise the Agent as to whether such Lender approves the Approval Request. If a Lender shall fail fails to respond to the Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential Approval Request. Approval of any Approval Request shall be subject to compliance with Section 7.12. (c) On or before 5:00 P.M., New York time, on the twelfth (12th) Business Day following the Agent's receipt of an Approved Request Package, the Agent will advise the Borrowers as to whether the Agent and the Lenders have approved the Approval Request. If the Agent does not respond to the Approval Request within the time period set forth herein, the Approval Request shall be deemed denied and the prospective Borrowing Base Asset as Collateral. Notwithstanding identified in the foregoing, no Potential Borrowing Base Asset Approval Request shall not be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset is to be Pool. If an Approval Request has been approved, the subject asset shall thereupon become a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5;hereunder. (d) prior to or contemporaneously Upon any Person becoming a Guarantor after the Effective Date in connection with such additionan Approval Request, the Borrower Borrowers shall have submitted deliver to the Agent a Compliance Certificate prepared using the financial statements each of the Borrower most recently provided or required to be provided following items, each in form and substance satisfactory to the Agent: (i) a Guaranty executed by such Guarantor and (ii) the items that would have been delivered under Sections 5.1.(a)(iv) through (viii) and (xii) if such Guarantor had been one on the Effective Date (including a Pledge Agreement by such Guarantor relating to the Equity Interests of each Property Subsidiary owned by such Guarantor). Upon the request of a Lender, 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 shall send to such addition, and shall certify that after giving effect Lender copies of each of the foregoing items once the Agent has received all such items with respect to such addition, no Default or Event of Default shall exist;a Guarantor. (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and (f) after giving effect to the inclusion of such Potential Borrowing Base Asset, each of the representations and warranties made All determinations 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, Lenders as to whether to approve any Approval Request shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s their sole and the Required Lenders’ reasonable absolute discretion.

Addition of Borrowing Base Assets. Provided no Event of Default exists(a) Subject to compliance with this Section 7.15(a), the Borrower shall Borrowers may from time to time elect to have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate a Property added as a Borrowing Base Asset. In such event, the Borrower Representative shall provide to the Agent written notice thereof (each an “Addition Notice”) no later than 10:00 a.m. on the Business Day that is at least five (5) Business Days (or such fewer number of days as the Agent may agree) prior to the date on which the Borrowers wish to have such Property or a Mortgage Loan added as a Borrowing Base Loan Asset, such Addition Notice to grant or deny approval for such (i) identify the Property proposed Potential to be added as a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such proposed Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. If Together with the Addition Notice, the Borrower Representative shall deliver to the Agent (x) a Lender shall fail pro forma Borrowing Base Certificate, (y) the Borrowers' credit write-up and approval memo relating to respond such prospective Borrowing Base Asset, if any, and (z) if requested by the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent within such ten may reasonably request from time to time (10) Business Day periodcollectively, such Lender the “Credit Underwriting Documents”). With respect to any Property which the Borrowers have requested be added as a Borrowing Base Asset, Borrowers shall be deemed to have approved represent and warrant hereunder that such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation Property is an Eligible Unencumbered Property and all of the Borrowing Base Availability unless representations and until the following conditions precedent shall have been satisfied warranties as determined by Agent (set forth on Exhibit J hereto are true and as required by this Agreementcorrect with respect to such Property. Promptly upon receipt of an Addition Notice and all related Credit Underwriting Documents, the Required Lenders): (a) if such Potential Borrowing Base Asset is Agent shall provide copies thereof to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate;each Lender. (b) if such Potential If an Addition Notice has been delivered together with the other documentation in compliance with subsection (a) above, the subject Property shall thereupon become a Borrowing Base Asset is upon execution and delivery of all of the documents required to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation;provided under the immediately following subsection (c). (c) if such Potential No Property shall become a Borrowing Base Asset is owned by a Wholly-Owned Subsidiary of until the Borrower, said Wholly-Owned Subsidiary Borrowers shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) 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 caused 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documentsthe following (if not previously delivered to the Agent), all of which instruments, documents or agreements shall each to be in form and substance reasonably satisfactory to the Agent; and: (fi) after giving effect to The results of a recent UCC, tax, judgment, bankruptcy and lien search in the inclusion state of formation of the Property Owner Subsidiary that owns such Property and in the state in which the Property is located; (ii) If such Property Subsidiary or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Potential Borrowing Base AssetProperty Subsidiary is not already a Guarantor, an Accession Agreement executed by each of such Person; (iii) Such information as the representations and warranties made by or on behalf of the Borrower or the Guarantors Agent or any of their respective Subsidiaries contained in this Agreement, the other Lender may request with respect to any Person becoming a Loan Documents or in any document or instrument delivered pursuant to or Party 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as Property becoming a Borrowing Base Asset, which consent may in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (iv) All of the items that would have been required to be granted in delivered to the Agent’s Agent under Section 5.1.(a)(iii) through (a)(vii), Section 5.1.(a)(xi) and Section 5.1.(a)(xiv) had any such Subsidiary been a Loan Party on the Required Lenders’ reasonable discretionEffective Date.

Addition of Borrowing Base Assets. Provided no Event of Default exists, (a) With the Borrower shall have the right, subject to the consent approval of the Administrative Agent and the Required Lenders (which consent Lenders, the Borrowers may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, from time to add Potential time have included as Borrowing Base Assets eligible assets not included as initial Borrowing Base Assets hereunder as set forth on the schedule of initial Borrowing Base Assets annexed hereto as Exhibit "C". In such event, the Borrowers shall provide to the Administrative Agent written notice thereof (each an "Approval Request") no later than 10:00 a.m. (New York, New York time) on the Business Day that is at least twelve (12) Business Days prior to the date on which Borrowers wish to have such asset included within the Borrowing Base Assets Pool, such Approval Request to state (i) whether such asset is proposed to be a First Mortgage Asset, a Real Property Asset, or a Subordinated Asset, (ii) the value of such asset as proposed to be reflected on a Borrowing Base Certificate, and (iii) that such asset complies with all of the representations and warranties applicable to such asset contained in Exhibit F, Exhibit G or Exhibit H, as the case may be, and if not, a detailed description of each exception to such compliance (each an "Exceptions Summary"). Together with the Approval Request, the Borrowers shall deliver to the Administrative Agent a completed, (i) a current Borrowing Base Certificate, (ii) the Borrowers' credit write-up and approval memo relating to such prospective Borrowing Base Asset, and (iii) if requested by the Administrative Agent or any Lender, (A) an appraisal report relating to any Real Property Asset or Underlying Asset relating to such prospective Borrowing Base Asset, (B) a copy of any mortgage note relating to such prospective Borrowing Base Asset, (C) a copy of the documents establishing the rights of any Preferred Securities, (D) a copy of the deed to any Real Property Asset, and (E) such other documents as the Administrative Agent or any Lender may request from time to time (collectively, the "Credit Underwriting Documents"). With respect to any asset which Borrowers have requested be added to the Borrowing Base Availability. In Assets Pool, Borrowers shall be deemed to represent and warrant hereunder that, except as specified in the event Exceptions Summary, if any, with respect to such asset (i) all of the Borrower desires First Mortgage Asset Representations and Warranties as set forth on Exhibit "F" hereto are true and correct as to add any such asset which is to be a First Mortgage Asset, (ii) all of the Real Property Asset Representations and Warranties as set forth on Exhibit "G" hereto are true and correct as to any such asset which is to be a Real Property Asset, and (iii) all of the Subordinated Assets Representations and Warranties as set forth on Exhibit "H" hereto are true and correct as to any such assets which are to be Subordinated Assets. (b) Promptly upon receipt of an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidApproval Request and all related Credit Underwriting Documents (collectively, each, an "Approval Request Package"), the Borrower Administrative Agent shall provide written notice copies thereof to the Agent of such requesteach Lender. The Agent and the Required Lenders shall have Within ten (10) Domestic Business Days following after its receipt of all items required under this Agreement an Approval Request Package, each Lender shall advise the Administrative Agent as to add whether such Eligible Real Estate as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base AssetLender approves the Approval Request. If a Lender shall fail fails to respond to the Administrative Agent within such ten (10) Domestic Business Day period, such Lender shall be deemed to have approved such proposed potential Approval Request. (c) On or before 5:00 P.M., New York time, on the twelfth (12th) Domestic Business Day following the Administrative Agent's receipt of an Approved Request Package, the Administrative Agent will advise the Borrowers as to whether the Administrative Agent and the Required Lenders have approved the Approval Request. If the Administrative Agent does not respond to the Approval Request within the time period set forth herein, the Approval Request shall be deemed denied and the prospective Borrowing Base Asset as Collateral. Notwithstanding identified in the foregoing, no Potential Borrowing Base Asset Approval Request shall not be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset is to be Pool. If an Approval Request has been approved, the subject asset shall thereupon become a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5;hereunder. (d) prior All determinations by the Administrative Agent and the Lenders as to or contemporaneously with such addition, the Borrower shall have submitted whether 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements approve any Approval Request shall be in form their individual sole and substance reasonably satisfactory to the Agent; and (f) after giving effect to the inclusion of such Potential Borrowing Base Asset, 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ reasonable absolute discretion.

Addition of Borrowing Base Assets. Provided no Event of Default exists(a) Subject to compliance with this Section 7.15(a), the Borrower shall Borrowers may from time to time elect to have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate a Property added as a Borrowing Base Asset. In such event, the Borrower Representative shall provide to the Agent written notice thereof (each an “Addition Notice”), no later than 10:00 a.m. on the Business Day on which the Borrowers wish to have such Property or a Mortgage Loan added as a Borrowing Base Loan Asset, such Addition Notice to grant or deny approval for such (i) identify the Property proposed Potential to be added as a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such proposed Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. If Together with the Addition Notice, the Borrower Representative shall deliver to the Agent a Lender shall fail pro forma Borrowing Base Certificate. With respect to respond to Agent within such ten (10) Business Day periodany Property which the Borrowers have requested be added as a Borrowing Base Asset, such Lender Borrowers shall be deemed to have approved represent and warrant hereunder that such proposed potential Property is an Eligible Unencumbered Property and all of the representations and warranties as set forth on Exhibit J hereto are true and correct with respect to such Property. Promptly upon receipt of an Addition Notice and the pro forma Borrowing Base Certificate, the Agent shall provide copies thereof to each Lender. If an Addition Notice has been delivered together with the other documentation in compliance with this Section 7.15(a), the subject Property shall thereupon become a Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation upon execution and delivery of all of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as documents required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset is to be a Borrowing Base Propertyprovided under the immediately following subsection (b), such Potential Borrowing Base Property shall be Eligible Real Estate;if any. (b) if If any Property Subsidiary that owns or leases a Property for which an Addition Notice has been provided (or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Potential Property Subsidiary) is required (or will be required upon the addition of such Property as a Borrowing Base Asset) to be Guarantor under Section 7.12 and such Person is not already a Guarantor, such Property shall not become a Borrowing Base Asset is until the Borrowers shall have caused to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5; (d) 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documentsthe following (if not previously delivered to the Agent), all of which instruments, documents or agreements shall each to be in form and substance reasonably satisfactory to the Agent; and: (fi) after giving effect to an Accession Agreement (or if at any time all Guarantors have been released from the inclusion Guaranty and as a result of such Potential Borrowing Base Assetreleases the Guaranty has terminated, each a Guaranty substantially in the form of the representations and warranties made Exhibit H) executed by each such Property Subsidiary or on behalf of other Person; (ii) Such information as the Borrower or the Guarantors Agent or any of their respective Subsidiaries contained in this Agreement, the other Lender may request with respect to any such Person becoming a Loan Documents or in any document or instrument delivered pursuant to or Party 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as Property becoming a Borrowing Base Asset, which consent may in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (iii) All of the items that would have been required to be granted in delivered to the Agent’s Agent under Section 5.1(a)(iii) through (a)(vii) and Section 5.1(a)(xiv) had any such Subsidiary becoming a Guarantor been a Loan Party on the Required Lenders’ reasonable discretionEffective Date.

Addition of Borrowing Base Assets. Provided no Event of Default exists(a) Subject to compliance with this Section 7.15(a), the Borrower shall Borrowers may from time to time elect to have the right, subject to the consent of a Property approved by the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential as a Borrowing Base Assets to the Borrowing Base AvailabilityAsset. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidsuch event, the Borrower Representative shall provide written notice to the Agent of such request. The Agent and written notice thereof (each an “Confirmation Request”) no later than 10:00 a.m. on the Required Lenders shall have Business Day that is at least ten (10) Business Days following receipt of all items required under this Agreement prior to add the date on which the Borrowers wish to have such Eligible Real Estate Property approved by the Agent and the Lenders as a Borrowing Base Asset, such Confirmation Request to (i) identify the Property or a Mortgage Loan proposed to be approved as a Borrowing Base Loan Asset, (ii) set forth the calculation of the amount of Availability attributable to grant or deny approval for such proposed Potential Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. Together with the Confirmation Request, the Borrower Representative shall deliver to the Agent (x) a pro forma Borrowing Base Certificate, (y) the Borrowers’ credit write-up and approval memo relating to such prospective Borrowing Base Asset, if any, and (z) if requested by the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent may reasonably request from time to time (collectively, the “Credit Underwriting Documents”). With respect to any Property which the Borrowers have requested be approved by the Agent and the Lenders as a Borrowing Base Asset, Borrowers shall be deemed to represent and warrant hereunder that such Property is an Eligible Unencumbered Property and all of the representations and warranties as set forth on Exhibit J hereto are true and correct with respect to such Property. Promptly upon receipt of a Confirmation Request and all related Credit Underwriting Documents (collectively, each, a “Confirmation Request Package”), the Agent shall provide copies thereof to each Lender. (b) On or before 5:00 p.m. on the tenth (10th) Business Day following the Agent's receipt of an Confirmation Request Package, the Agent will advise the Borrower Representative as to whether the Agent and the Requisite Lenders have confirmed the Confirmation Request. If the Agent does not respond to the Confirmation Request within the time period set forth herein, the Confirmation Request shall be deemed denied and the Property identified in the Confirmation Request shall not be included as a Borrowing Base Asset. If a Lender Confirmation Request has been confirmed, the subject Property shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential thereupon become a Borrowing Base Asset as Collateralupon execution and delivery of all of the documents required to be provided under the immediately following subsection (c). Notwithstanding the foregoing, In no Potential event shall a Property become a Borrowing Base Asset shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent such Property has also become (and as required by this Agreement, the Required Lenders): (a) if or will simultaneously with such Potential Property becoming a Borrowing Base Asset is to be hereunder) a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; Asset (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest as defined in such loan, and no interest in such loan shall be subject to a participation;the Revolving Credit Agreement). (c) if such Potential No Property shall become a Borrowing Base Asset is owned by a Wholly-Owned Subsidiary of until the Borrower, said Wholly-Owned Subsidiary Borrowers shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) 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 caused 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documentsthe following (if not previously delivered to the Agent), all of which instruments, documents or agreements shall each to be in form and substance reasonably satisfactory to the Agent: (i) The results of a recent UCC, tax, judgment, bankruptcy and lien search in each of the jurisdictions in which UCC financing statements or other filings or recordations should be made to evidence or perfect Liens in such Equity Interests; (ii) A supplement to the Pledge Agreement, executed by each Person that owns, directly or indirectly, any Equity Interests of the Property Subsidiary that owns or leases such Property, subjecting all such Equity Interests to the Lien of the Pledge Agreement, except to the extent that such Person (A) does not own a direct Equity Interest in any Property Subsidiary and (B) such Person owns a direct or indirect Equity Interest in a Subsidiary which owns Property that is not a Borrowing Base Property; (iii) Each document (including, without limitation, any UCC financing statement) and all actions required by the Pledge Agreement or under Applicable Law or reasonably deemed necessary or appropriate by the Agent to be entered into, filed, registered or recorded or taken, in order to create in favor of the Agent, for the benefit of the Lenders, a perfected first-priority Lien in such Equity Interest, shall have been entered into, filed, registered, recorded, taken or shall have been delivered to the Agent and be in proper form for filing, registration or recordation, as appropriate; (iv) If such Property Subsidiary or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Property Subsidiary is not already a Guarantor, an Accession Agreement executed by each such Person; (v) Such information as the Agent or any Lender may request with respect to any Person becoming a Loan Party in connection with such Property becoming a Borrowing Base Asset, in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (fvi) after giving effect All of the items that would have been required to be delivered to the inclusion Agent under Section 5.1.(a)(v) through (a)(ix), Section 5.1.(a)(xiv) and Section 5.1.(a)(xv) had any such Subsidiary been a Loan Party on the Effective Date. (d) All determinations by the Agent and the Requisite Lenders as to whether to confirm any Confirmation Request shall be in their reasonable discretion. (e) Notwithstanding anything to the contrary in subsections (a) and (b) of such Potential this Section and without the Borrowers being required to provide a Confirmation Request Package or the Agent and Lenders’ confirming a Confirmation Request, each Property listed on Schedule 7.15.(e) (each a “ Designated Property”) shall be admitted as a Borrowing Base AssetAsset hereunder at such time as (i) the Borrowers have obtained and provided to the Administrative Agent evidence that the Liens on such Designated Property as set forth on Schedule 6.1(f) have been released, each (ii) the Borrowers certify that such Designated Property is an Eligible Unencumbered Property and complies with all of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries applicable to such Property contained in this AgreementExhibit J hereto, and (iii) the other Loan Documents or in any document or instrument delivered pursuant requirements of Section 7.15(c) above have been satisfied with respect to or in connection with this Agreement shall be true in all material respects both as of such Designated Property and the date as of which it was made and shall also be true as of the time of the addition of Borrowers have provided a pro forma Borrowing Base Asset in the calculation of the Borrowing Base Availability, 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 Certificate inclusive of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan Designated Property as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ reasonable discretion.

Addition of Borrowing Base Assets. Provided no Event (a) With the approval of Default existsthe Administrative Agent, the Borrower shall Borrowers may from time to time have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential included as Borrowing Base Assets eligible assets not included as initial Borrowing Base Assets hereunder as set forth on the schedule of initial Borrowing Base Assets annexed hereto as Exhibit “C”. In such event, the Borrowers shall provide to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaid, the Borrower shall provide Administrative Agent written notice to thereof (each an “Approval Request”) no later than 10:00 a.m. (New York, New York time) on the Agent of such request. The Agent and the Required Lenders shall have Business Day that is at least ten (10) Business Days following receipt of all items required under this Agreement prior to add the date on which Borrowers wish to have such asset included within the Borrowing Base Assets Pool, such Approval Request to state (i) whether such asset is proposed to be an Eligible First Mortgage Asset, an Eligible Property Equity Interest, an Eligible Real Estate Security, an Eligible Subordinated Asset or an Eligible CDO Retained Asset, (ii) the value of such asset as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders): (a) if such Potential Borrowing Base Asset is to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5; (d) 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 reflected on a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to (iii) that such addition, and shall certify that after giving effect to such addition, no Default or Event of Default shall exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent asset complies with all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and (f) after giving effect to the inclusion of such Potential Borrowing Base Asset, each of the representations and warranties made applicable to such asset contained in Exhibit F, Exhibit G, Exhibit H, Exhibit I or Exhibit J, as the case may be, and if not, a detailed description of each exception to such compliance (each an “Exceptions Summary”). Together with the Approval Request, the Borrowers shall deliver to the Administrative Agent a completed, (i) a current Borrowing Base Certificate, (ii) the Borrowers’ credit write-up and approval memo relating to such prospective Borrowing Base Asset, and (iii) if requested by the Administrative Agent, (A) an appraisal report relating to any Real Property Asset or on behalf Underlying Asset relating to such prospective Borrowing Base Asset, (B) a copy of any mortgage note relating to such prospective Borrowing Base Asset, (C) a copy of the Borrower documents establishing the rights of any Preferred Securities, (D) a copy of the deed to any Real Property Asset, (E) a copy of the CDO Indenture and offering memorandum or circular relating to any Eligible CDO Retained Asset and the Guarantors or most recent monthly and quarterly trustee reports relating to any CDO Retained Asset in the possession of their respective Subsidiaries contained in this Agreementthe Borrowers, any and (F) such other documents as the Administrative Agent may request from time to time (collectively, the other Loan Documents or in “Credit Underwriting Documents”). With respect to any document or instrument delivered pursuant asset which Borrowers have requested be added to or in connection with this Agreement the Borrowing Base Assets Pool, Borrowers shall be true deemed to represent and warrant hereunder that, except as specified in the Exceptions Summary, if any, with respect to such asset (i) all material respects both as of the date First Mortgage Asset Representations and Warranties as of set forth on Exhibit “F” hereto are true and correct as to any such asset which it was made and shall also is to be true as an Eligible First Mortgage Asset, (ii) all of the time Real Property Asset Representations and Warranties as set forth on Exhibit “G” hereto are true and correct as to any such asset which is to be an Eligible Property Equity Interest, (iii) all of the addition Real Estate Security Asset Representations and Warranties as set forth on Exhibit “H” hereto are true and correct as to any such asset which is to be an Eligible Real Estate Security, (iv) all of the Subordinated Asset Representations and Warranties as set forth on Exhibit “I” hereto are true and correct as to any such asset which is to be an Eligible Subordinated Asset, and (v) all of the CDO Retained Asset Representations and Warranties as set forth on Exhibit “J” hereto are true and correct as to any such asset which is to be an Eligible Subordinated Asset. Promptly upon receipt of an Approval Request and all related Credit Underwriting Documents (collectively, each, an “Approval Request Package”), the Administrative Agent shall provide copies thereof to each Lender. (b) On or before 5:00 P.M., New York time, on the tenth (10th) Domestic Business Day following the Administrative Agent’s receipt of an Approved Request Package, the Administrative Agent will advise the Borrowers as to whether the Administrative Agent has approved the Approval Request. If the Administrative Agent does not respond to the Approval Request within the time period set forth herein, the Approval Request shall be deemed denied and the prospective Borrowing Base Asset identified in the Approval Request shall not be included in the Borrowing Base Asset Pool. If an Approval Request has been approved, the subject asset shall thereupon become a Borrowing Base Asset hereunder. (c) All determinations by the Administrative Agent as to whether to approve any Approval Request shall be in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Administrative Agent’s and the Required Lenders’ reasonable good faith discretion.

Addition of Borrowing Base Assets. Provided no Event of Default exists(i) After the Effective Date, the Borrower Borrowers shall have the right, subject to the consent of the Administrative Agent and the Required Lenders as required under (which consent may be withheld in their reasonable discretion3) below and the satisfaction by the Borrower Borrowers of the conditions set forth in this §5.3Section 5.18(a), to add Potential investments held by a Borrower or any of their Subsidiaries as Borrowing Base Assets to the Borrowing Base AvailabilityAssets. In the event the Borrower desires Borrowers desire to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability such investments as aforesaid, the Borrower Borrowers shall provide written notice to the Administrative Agent of such request. The request (which the Administrative Agent shall promptly furnish to the Lenders), together with all documentation and other information reasonably required to permit the Administrative Agent and the Required Lenders to assess such investments being proposed as Borrowing Base Assets, including, without limitation, information regarding any related Underlying Assets. No such investment shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate be included as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day period, such Lender shall be deemed to have approved such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders):satisfied: (a1) if such Potential Borrowing Base Asset is to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Each applicable Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset 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 §5.5; (d) 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Administrative Agent all applicable Borrowing Base Eligible Collateral Qualification DocumentsDocuments with respect to such investments, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; andAdministrative Agent and the Lenders, together with an executed Borrowing Base Certificate after giving effect to such addition and the incurrence of any Loans related thereto; (f2) after giving effect to the inclusion of such Potential investment as a Borrowing Base Asset, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors Borrowers 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 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 a such Borrowing Base Asset in the calculation of the Borrowing Base AvailabilityAsset, with the same effect as if made at on and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents time (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h3) the Agent and the Required Lenders, shall have consented to approval of the inclusion of such Real Estate or Mortgage Loan investment as a Borrowing Base Asset, which consent may be granted Asset by the Administrative Agent in the Agent’s and the Required Lenders’ reasonable its sole discretion.

Addition of Borrowing Base Assets. Provided no Event (a) Upon confirmation of Default exists, the Borrower shall have the right, subject to the consent of compliance with this Section 7.15(a) by the Agent and the Required Lenders (which consent Requisite Lenders, the Borrowers may be withheld from time to time have Properties included in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base AvailabilityPool. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidsuch event, the Borrower Borrowers shall provide written notice to the Agent of such request. The Agent and written notice thereof (each an “Confirmation Request”) no later than 10:00 a.m. (New York, New York time) on the Required Lenders shall have Business Day that is at least ten (10) Business Days following receipt of all items required under this Agreement prior to add the date on which the Borrowers wish to have such Eligible Real Estate as a asset included within the Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day periodAssets Pool, such Lender shall be deemed Confirmation Request to have approved such (i) identify the Property proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall to be included in the Borrowing Base Assets Pool, (ii) set forth the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders): (a) if attributable to such Potential Borrowing Base Asset is proposed asset to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset is owned by a Wholly-Owned Subsidiary of reflected on the Borrower, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) 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 (iii) certify that after giving effect to such addition, no Default or Event of Default shall exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent asset complies with all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and (f) after giving effect to the inclusion of such Potential Borrowing Base Asset, each of the representations and warranties made applicable to such Property contained in Exhibit J hereto. Together with the Confirmation Request, the Borrowers shall deliver to the Agent (i) a pro forma Borrowing Base Certificate, (ii) the Borrowers’ credit write-up and approval memo relating to such prospective Borrowing Base Asset, if any, and (iii) if requested by or on behalf the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent may reasonably request from time to time (collectively, the “Credit Underwriting Documents”). With respect to any asset which the Borrowers have requested be added to the Borrowing Base Assets Pool, Borrowers shall be deemed to represent and warrant hereunder that with respect to such asset all of the Borrower or the Guarantors or any representations and warranties as set forth on Exhibit J hereto are true and correct. Promptly upon receipt of their respective Subsidiaries contained in this Agreementa Confirmation Request and all related Credit Underwriting Documents (collectively, each, an “Confirmation Request Package”), the other Loan Documents Agent shall provide copies thereof to each Lender. (b) On or in any document or instrument delivered pursuant before 5:00 p.m., New York time, on the tenth (10th) Business Day following the Agent's receipt of an Confirmation Request Package, the Agent will advise the Borrowers as to or in connection with this Agreement whether the Agent and the Requisite Lenders have confirmed the Confirmation Request. If the Agent does not respond to the Confirmation Request within the time period set forth herein, the Confirmation Request shall be true deemed denied and the prospective Borrowing Base Asset identified in all material respects both as of the date as of which it was made and Confirmation Request shall also not be true as of included in the time of Borrowing Base Asset Pool. If a Confirmation Request has been confirmed, the addition of subject asset shall thereupon become a Borrowing Base Asset hereunder. (c) Upon any Person becoming a Guarantor after the Effective Date in connection with an Approval Request, the calculation Borrowers shall deliver to the Agent each of the Borrowing Base Availabilityfollowing items, with the same effect as if made at each in form and as of that time, except substance satisfactory to the extent Agent: (i) a Guaranty executed by such Guarantor and (ii) the items that would have been delivered under Sections 5.1(a)(iv) through (ix) and (xiii) if such Guarantor had been one on the Effective Date (including a Pledge Agreement by such Guarantor relating to the Equity Interests of changes resulting from transactions permitted each Property Subsidiary owned by such Guarantor). Upon the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as request of a specified date shall be required to be true and correct only as of such specified date)Lender, and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate send to such Lender copies of each of the Borrower foregoing items once the Agent has received all such items with respect to such effect;a Guarantor. (gd) the terms and conditions of §7.19 shall be satisfied; and (h) All determinations by the Agent and the Required Lenders, Requisite Lenders as to whether to confirm any Confirmation Request shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ their reasonable discretion.

Addition of Borrowing Base Assets. Provided no Event (a) Upon confirmation of Default exists, the Borrower shall have the right, subject to the consent of compliance with this Section 7.15(a) by the Agent and the Required Lenders (which consent Requisite Lenders, the Borrowers may be withheld from time to time have Properties included in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base AvailabilityPool. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidsuch event, the Borrower Borrowers shall provide written notice to the Agent of such request. The Agent and written notice thereof (each an “Confirmation Request”) no later than 10:00 a.m. (New York, New York time) on the Required Lenders shall have Business Day that is at least ten (10) Business Days following receipt of all items required under this Agreement prior to add the date on which the Borrowers wish to have such Eligible Real Estate as a asset included within the Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day periodAssets Pool, such Lender shall be deemed Confirmation Request to have approved such (i) identify the Property proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall to be included in the Borrowing Base Assets Pool, (ii) set forth the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (and as required by this Agreement, the Required Lenders): (a) if attributable to such Potential Borrowing Base Asset is proposed asset to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate; (b) if such Potential Borrowing Base Asset is to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation; (c) if such Potential Borrowing Base Asset is owned by a Wholly-Owned Subsidiary of reflected on the Borrower, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) 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 (iii) certify that after giving effect to such addition, no Default or Event of Default shall exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent asset complies with all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall be in form and substance reasonably satisfactory to the Agent; and (f) after giving effect to the inclusion of such Potential Borrowing Base Asset, each of the representations and warranties made applicable to such Property contained in Exhibit J hereto. Together with the Confirmation Request, the Borrowers shall deliver to the Agent (i) a proforma Borrowing Base Certificate, (ii) the Borrowers’ credit write-up and approval memo relating to such prospective Borrowing Base Asset, and (iii) if requested by or on behalf the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent may request from time to time (collectively, the “Credit Underwriting Documents”). With respect to any asset which the Borrowers have requested be added to the Borrowing Base Assets Pool, Borrowers shall be deemed to represent and warrant hereunder that with respect to such asset all of the Borrower or the Guarantors or any representations and warranties as set forth on Exhibit J hereto are true and correct. Promptly upon receipt of their respective Subsidiaries contained in this Agreementa Confirmation Request and all related Credit Underwriting Documents (collectively, each, an “Confirmation Request Package”), the other Loan Documents Agent shall provide copies thereof to each Lender. (b) On or in any document or instrument delivered pursuant before 5:00 p.m., New York time, on the tenth (10th) Business Day following the Agent’s receipt of an Confirmation Request Package, the Agent will advise the Borrowers as to or in connection with this Agreement whether the Agent and the Requisite Lenders have confirmed the Confirmation Request. If the Agent does not respond to the Confirmation Request within the time period set forth herein, the Confirmation Request shall be true deemed denied and the prospective Borrowing Base Asset identified in all material respects both as of the date as of which it was made and Confirmation Request shall also not be true as of included in the time of Borrowing Base Asset Pool. If a Confirmation Request has been confirmed, the addition of subject asset shall thereupon become a Borrowing Base Asset hereunder. (c) Upon any Person becoming a Guarantor after the Effective Date in connection with an Approval Request, the calculation Borrowers shall deliver to the Agent each of the Borrowing Base Availabilityfollowing items, with the same effect as if made at each in form and as of that time, except substance satisfactory to the extent Agent: (i) a Guaranty executed by such Guarantor and (ii) the items that would have been delivered under Sections 5.1(a)(iv) through (viii) and (xiii) if such Guarantor had been one on the Effective Date (including a Pledge Agreement by such Guarantor relating to the Equity Interests of changes resulting from transactions permitted each Property Subsidiary owned by such Guarantor). Upon the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as request of a specified date shall be required to be true and correct only as of such specified date)Lender, and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate send to such Lender copies of each of the Borrower foregoing items once the Agent has received all such items with respect to such effect;a Guarantor. (gd) the terms and conditions of §7.19 shall be satisfied; and (h) All determinations by the Agent and the Required Lenders, Requisite Lenders as to whether to confirm any Confirmation Request shall have consented to the inclusion of such Real Estate or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in the Agent’s and the Required Lenders’ their reasonable discretion.

Addition of Borrowing Base Assets. Provided no Event of Default exists(a) Subject to compliance with this Section 7.15(a), the Borrower shall Borrowers may from time to time elect to have the right, subject to the consent of the Agent and the Required Lenders (which consent may be withheld in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Borrowing Base Assets to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. The Agent and the Required Lenders shall have ten (10) Business Days following receipt of all items required under this Agreement to add such Eligible Real Estate a Property added as a Borrowing Base Asset. In such event, the Borrower Representative shall provide to the Agent written notice thereof (each an “Addition Notice”), no later than 10:00 a.m. on the Business Day that is at least five (5) Business Days (or such fewer number of days as the Agent may agree) prior to the date on which the Borrowers wish to have such Property or a Mortgage Loan added as a Borrowing Base Loan Asset, such Addition Notice to grant or deny approval for such (i) identify the Property proposed Potential to be added as a Borrowing Base Asset, (ii) set forth the calculation of the amount of Net Operating Income and Value attributable to such proposed Property to be reflected on the Borrowing Base Certificate, and (iii) certify that such Property is an Eligible Unencumbered Property and complies with all of the representations and warranties applicable to such Property contained in Exhibit J hereto. If Together with the Addition Notice, the Borrower Representative shall deliver to the Agent (x) a Lender shall fail pro forma Borrowing Base Certificate, (y) the Borrowers' credit write-up and approval memo relating to respond such prospective Borrowing Base Asset, if any, and (z) if requested by the Agent, an appraisal report relating to such prospective Borrowing Base Asset and such other documents as the Agent within such ten may reasonably request from time to time (10) Business Day periodcollectively, such Lender the “Credit Underwriting Documents”). With respect to any Property which the Borrowers have requested be added as a Borrowing Base Asset, Borrowers shall be deemed to have approved represent and warrant hereunder that such proposed potential Borrowing Base Asset as Collateral. Notwithstanding the foregoing, no Potential Borrowing Base Asset shall be included in the calculation Property is an Eligible Unencumbered Property and all of the Borrowing Base Availability unless representations and until the following conditions precedent shall have been satisfied warranties as determined by Agent (set forth on Exhibit J hereto are true and as required by this Agreementcorrect with respect to such Property. Promptly upon receipt of an Addition Notice and all related Credit Underwriting Documents, the Required Lenders): (a) if such Potential Borrowing Base Asset is Agent shall provide copies thereof to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate;each Lender. (b) if such Potential If an Addition Notice has been delivered together with the other documentation in compliance with subsection (a) above, the subject Property shall thereupon become a Borrowing Base Asset is upon execution and delivery of all of the documents required to be a Borrowing Base Loan, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loan, and no interest in such loan shall be subject to a participation;provided under the immediately following subsection (c). (c) if such Potential No Property shall become a Borrowing Base Asset is owned by a Wholly-Owned Subsidiary of until the Borrower, said Wholly-Owned Subsidiary Borrowers shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) 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 caused 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documentsthe following (if not previously delivered to the Agent), all of which instruments, documents or agreements shall each to be in form and substance reasonably satisfactory to the Agent; and: (fi) after giving effect to The results of a recent UCC, tax, judgment, bankruptcy and lien search in the inclusion state of formation of the Property Owner Subsidiary that owns such Property and in the state in which the Property is located; (ii) If such Property Subsidiary or any Subsidiary that owns, directly or indirectly, any Equity Interests of such Potential Borrowing Base AssetProperty Subsidiary is not already a Guarantor, an Accession Agreement executed by each of such Person; (iii) Such information as the representations and warranties made by or on behalf of the Borrower or the Guarantors Agent or any of their respective Subsidiaries contained in this Agreement, the other Lender may request with respect to any Person becoming a Loan Documents or in any document or instrument delivered pursuant to or Party 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing, and the Agent shall have received a certificate of the Borrower to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and the Required Lenders, shall have consented to the inclusion of such Real Estate or Mortgage Loan as Property becoming a Borrowing Base Asset, which consent may in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and (iv) All of the items that would have been required to be granted in delivered to the Agent’s Agent under Section 5.1.(a)(iv) through (a)(viii), Section 5.1.(a)(xii) and Section 5.1.(a)(xiii) had any such Subsidiary been a Loan Party on the Required Lenders’ reasonable discretionEffective Date.

Addition of Borrowing Base Assets. Provided no Event of Default exists, Any Obligor and/or its Subsidiaries may acquire additional property located in the Borrower Operational Area which shall have be given as Collateral upon acquisition provided that (i) the right, subject Obligors shall execute and deliver to the consent Agent either (A) a Spreader Agreement, which shall be recorded among the land records in the jurisdiction in which the additional property is located, spreading the lien of the Agent and applicable Mortgage to such additional property or, (B) if the Required Lenders (which consent may be withheld additional property is located in their reasonable discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential a jurisdiction where there are no existing Borrowing Base Assets to the Borrowing Base Availability. In the event the Borrower desires to add an additional Potential Borrowing Base Asset to the Borrowing Base Availability as aforesaidand, therefore, no Mortgage already of record, the Borrower Obligors shall provide written notice to execute and record a complete Mortgage rather than a Spreader Agreement in the Agent of such request. The Agent applicable jurisdiction; and (ii) the Required Lenders Obligors shall have ten (10) Business Days following receipt complied with the applicable provisions of all items required under this Agreement to add such Eligible Real Estate as a Borrowing Base Property or a Mortgage Loan as a Borrowing Base Loan to grant or deny approval for such proposed Potential Borrowing Base Asset. If a Lender shall fail to respond to Agent within such ten (10) Business Day periodSection 2.8 regarding title matters; and provided further, such Lender that no property shall be deemed to have approved such proposed potential Borrowing Base Asset as Collateral. Notwithstanding acquired by the foregoing, no Potential Borrowing Base Asset shall be included in the calculation of the Borrowing Base Availability Obligors unless and until the following conditions precedent shall have been satisfied as determined by Agent (satisfied, each of which shall be satisfactory in form and as required by this Agreement, substance to the Required Lenders):Agent: (a) if such Potential Approval of Additional Raw Land. Approval of the additional Raw Land shall be granted by Agent provided the following conditions are satisfied (the “Raw Land Approval Submissions”): (1) The Agent shall have commissioned, received, reviewed, and approved, at the Obligors’ expense, an Appraisal of the Raw Land intended to be included in the Borrowing Base Asset is to be a Borrowing Base Property, such Potential Borrowing Base Property shall be Eligible Real Estate;Assets. (b2) if such Potential Borrowing Base Asset is to be a Borrowing Base LoanThe Agent shall have received, such Borrowing Base Loan shall be secured by Eligible Real Estate and Borrower or a Wholly-Owned Subsidiary of Borrower shall own all right, title and interest in such loanreviewed, and no interest in such loan shall be subject to approved a participation; (c) if such Potential Borrowing Base Asset is owned Phase I Environmental Site Assessment performed by a Wholly-Owned Subsidiary of the Borrowerfirm selected by Obligor and paid for by Obligors, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.5; (d) prior to or contemporaneously with such addition, the Borrower shall have submitted addressed to the Agent a Compliance Certificate prepared using or assigned to the financial statements of Agent, in all respects acceptable to the Borrower most recently provided Agent, which indicates that the Raw Land is either free from Hazardous Materials or required to affected only by such environmental matters as may be provided acceptable to the Agent under §6.4 or §7.4 and in its sole discretion. (3) The Agent shall have received a copy of the title report received by the Obligors in connection with the acquisition of the Raw Land to be included in the Borrowing Base CertificateAssets, 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 exist; (e) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Potential Borrowing Base Asset shall have executed and delivered to the Agent all applicable Borrowing Base Qualification Documents, all of which instruments, documents or agreements shall must be in form and substance reasonably satisfactory acceptable to the Agent; and, indicating that the Raw Land is not subject to any Liens that, in the Agent’s judgment, would adversely affect the applicable Obligor’s ability to develop and sell the improvements to be constructed on the Raw Land. (f4) after giving effect The Agent shall have obtained evidence that the Raw Land intended to the inclusion of such Potential Borrowing Base Asset, 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 be added 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 a Borrowing Base Asset in the calculation of the Borrowing Base Availability, with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted Assets (i) is not located in a flood hazard area requiring flood insurance or is insured by the necessary flood insurance coverage and (ii) is covered by all insurance described in Section 7.10. WB/Neighborhoods Second Modified and Restated Loan Documents Agreement (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 5) The Agent shall have occurred received, reviewed and be continuing, approved the Raw Land Approval Submissions and such other documents in respect of the Raw Land as the Agent shall have reasonably requested. (6) The Agent shall have received a certificate signed purchase agreement with a purchase price of less than $14,000,000. The Obligors shall submit all of the Borrower materials itemized above to such effect; (g) the terms and conditions of §7.19 shall be satisfied; and (h) the Agent and at least thirty (30) days before the Required Lenders, shall have consented Obligors intend to submit a Notice of Borrowing with respect to the inclusion additional Raw Land. The Agent will provide written notice of such Real Estate approval or Mortgage Loan as a Borrowing Base Asset, which consent may be granted in statement identifying the inadequacies of Obligors’ submission not later than ten (10) Business Days after the Agent’s and receipt of the Required Lenders’ reasonable discretioninformation described above.