Common use of Additional Projects Clause in Contracts

Additional Projects. During the term of the Loan, Borrower shall have the option of adding additional self-storage projects (each an “Additional Project”) to the Collateral, upon the satisfaction of all of the following conditions precedent with respect to each such Additional Project (and delivery below shall be subject to Lender’s receipt, review, approval and/or confirmation, at Borrower’s cost and expense, each in form and substance satisfactory to Lender): (1) Borrower has provided Lender with at least thirty (30) but not more than ninety (90) days prior written notice (the “Additional Project Notice”) of the proposed addition of the Additional Project to the Collateral. (2) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Additional Project Notice to Lender, or on the date of the requested addition. (3) The Additional Project shall be acquired by Borrower. (4) The Additional Project shall be acceptable to Lender in its sole and absolute discretion. (5) Concurrently with the addition of the Additional Project, Borrower shall pay to Lender a fee (the “Additional Project Fee”) equal to one quarter percent (0.25%) of eighty-five percent (85%) of the Valuation Amount determined by Lender for such Additional Project; provided, however, the Additional Project Fee shall be waived for each of the first two (2) Additional Projects added to the Collateral in any Loan Year. (6) Lender shall have received a Mortgage (the “Additional Mortgage”) covering the Additional Project and all personal property related thereto (and such Additional Mortgage shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (7) Lender shall have received an Assignment of Rents and Leases (the “Additional Assignment of Rents and Leases”) covering the Additional Project and all leases related thereto (and such Additional Assignment of Rents and Leases shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (8) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A) (which shall reflect Lender’s determination of the Valuation Amount for the Additional Project) and l.1(B), revised to include the applicable information for the Additional Project. As of the date of the recordation of the Mortgage encumbering the Additional Project, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (9) Lender shall have received an ALTA (or equivalent) mortgagee policy of title insurance, with reinsurance and endorsements as Lender may reasonably require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Additional Mortgage is a first-priority Lien on the Additional Project and related collateral. Borrower shall also obtain, at its sole cost and expense, any endorsements, continuations or modifications to any existing title policies as Lender may reasonably request, including without limitation aggregation or tie-in endorsements, but not including any overall increase in the insured amount above the Maximum Commitment Amount. (10) Lender shall have received legal opinions issued by counsel for the entity acquiring the Additional Project (and, where required by Lender, by Lender’s local counsel), opining as to the due organization, valid existence and good standing of such Person, and the due authorization, execution, delivery, enforceability and validity of the Additional Mortgage and the Additional Assignment of Rents and Leases with respect to, such Person; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Additional Project and its use is in full compliance with all legal requirements; and as to such other matters as Lender and Lender’s counsel reasonably may specify. (11) Lender shall have received such information regarding the Additional Project as Lender shall request, including without limitation financial information, historic rent rolls and operating statements, to enable Lender to establish a Valuation Amount for the Additional Project. (12) Lender shall have received UCC searches for the seller of the Additional Project. (13) Lender shall have received evidence of insurance as required by this Agreement with respect to the Additional Project. (14) Lender shall have received a current ALTA/ACSM land title survey of the Additional Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender’s title insurance, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender’s current standard survey requirements. (15) Lender shall have a current engineering report or architect’s certificate with respect to the Additional Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of the Additional Project’s tolerance for earthquake and seismic activity. (16) Lender shall have received a current Site Assessment for the Additional Project. (17) Lender shall have received a current rent roll of the Additional Project, which Borrower shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Additional Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); and (e) security deposit, if any. (18) Lender shall have received evidence that the Additional Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender’s request, Borrower shall furnish Lender with a zoning endorsement to Lender’s title insurance policy (if available), zoning letters from applicable municipal agencies, and utility letters from applicable service providers or other reasonable proof that required utilities are available to the Additional Project. (19) No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Additional Project; the Additional Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority, which would have, in Lender’s judgment, a material adverse effect on the Additional Project or the acquirer of the Additional Project. (20) All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Additional Project shall have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. (21) Lender shall have received payment of Lender’s costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender’s inspecting engineers, consultants, and outside counsel. (22) Lender shall have received such other authorizations, documents, certificates, updates, reports, searches or items as Lender reasonably may require with respect to the Additional Project.

Additional Projects. During Subject to Section 2.2, (a) Chesapeake Holdings shall, and shall cause the term Chesapeake Entities to, offer to the Partnership, pursuant to a written notice to the Partnership (which shall include electronic mail) including reasonable detail (a “Proximate Area Opportunity Notice”), all potential investments in, opportunities to develop, or acquisitions of any midstream energy projects (including well connections) within five miles outside of the LoanAMI of either Principal Region (as to each AMI, Borrower shall such area within five miles of the AMI being a “Proximate Area”) that may from time to time become available to Chesapeake Holdings or other Chesapeake Entities (excluding any investment, development opportunity or acquisition subject to a dedication or similar arrangement as of September 30, 2009, a “Proximate Area Opportunity”). The Partnership will have the option right, exercisable (x) with respect to any Proximate Area Opportunity consisting of adding additional selfan individual well connection, within ten days of the Partnership’s receipt of the Proximate Area Opportunity Notice or (y) with respect to any other Proximate Area Opportunity, within thirty days of the Partnership’s receipt of a Proximate Area Opportunity Notice, to make a first offer pursuant to written notice to Chesapeake Holdings to pursue such Proximate Area Opportunity (a “Partnership Proximate Area Offer”), including to the extent reasonably practicable, reasonable detail regarding the terms upon which the Partnership would be willing to pursue such Proximate Area Opportunity. Unless the Partnership Proximate Area Offer is rejected pursuant to written notice from Chesapeake Holdings delivered to the Partnership within thirty days of the Partnership’s delivery of the Partnership Proximate Area Offer, such Partnership Proximate Area Offer shall be deemed to have been accepted by Chesapeake Holdings, and the Partnership shall have, and Chesapeake Holdings shall cause the Partnership to have, the right to pursue such Proximate Area Opportunity on the terms set forth in the Partnership Proximate Area Offer. In the event the Partnership does not exercise its right to make a Partnership Proximate Area Offer with respect to a Proximate Area Opportunity, or Chesapeake Holdings validly rejects such Partnership Proximate Area Offer as provided above, Chesapeake Holdings and other Chesapeake Entities shall be free to pursue such Proximate Area Opportunity without the participation of the Partnership; provided that Chesapeake Holdings may not, and shall cause the Chesapeake Entities not to, pursue any such Proximate Area Opportunity (i) on its own, or solely with its Affiliates, on terms and conditions (including those relating to price, gas gathering and other commercial agreements) that are more favorable in the aggregate to such participants than the terms and conditions (including those relating to price, gas gathering and other commercial agreements) set forth in the Partnership Proximate Area Offer (if any), or (ii) in a transaction with a third party un-storage projects Affiliated with Chesapeake Holdings or any Chesapeake Entity on terms and conditions (each including those relating to price, gas gathering and other commercial agreements) that are more favorable in the aggregate to such third party than the terms and conditions (including those relating to price, gas gathering and other commercial agreements) set forth in the Partnership Proximate Area Offer upon which the Partnership proposed to participate in the Proximate Area Opportunity (if any). (b) To the extent that Chesapeake Holdings or any Chesapeake Entity is party to a gas gathering agreement or other midstream energy services agreement for the provision of services to Chesapeake Holdings and/or such Chesapeake Entity by any third party that is not an Affiliate of Chesapeake Holdings or such Chesapeake Entity, and such agreement covers an AMI or any Proximate Area and becomes terminable by Chesapeake Holdings and/or such Chesapeake Entity, at no cost and without any liability or is otherwise terminated (a “Additional ProjectTerminating Third Party Service Contract”), then Chesapeake Holdings shall use commercially reasonable efforts to, and Chesapeake Holdings shall use commercially reasonable efforts to cause any such Chesapeake Entity to, provide the Partnership with written notice (including a copy of such Terminating Third Party Service Contract and other reasonable detail as to the term, scope and termination of the Terminating Third Party Service Contact), of the Partnership’s right to make a first offer (a “Partnership Third Party Service Contract Offer”) to provide the Collateralservices covered by such Terminating Third Party Service Contract; provided, upon the satisfaction of all of the following conditions precedent that with respect to each any Terminating Third Party Service Contract, or series of related Terminating Third Party Service Contracts in the aggregate, with annual revenues of $5,000,000 or greater, Chesapeake Holdings shall cause any such Additional Project (and Chesapeake Entity to, provide the Partnership written notice of its right to make a Partnership Third Party Service Contract Offer. The Partnership may exercise its right to make a Partnership Third Party Service Contract Offer within sixty days of the Partnership’s receipt of notice thereof by providing written notice to Chesapeake Holdings, including reasonable detail regarding the terms upon which the Partnership would be willing to provide the services covered by such Terminating Third Party Service Contract. Unless the Partnership Third Party Service Contract Offer is rejected pursuant to written notice from Chesapeake Holdings delivered to the Partnership within sixty days of the Partnership’s delivery below of the Partnership Third Party Service Contract Offer, such Partnership Third Party Service Contract Offer shall be subject deemed to Lender’s receipthave been accepted by Chesapeake Holdings and Chesapeake Holdings shall (or Chesapeake Holdings shall cause the applicable Chesapeake Entity to) enter into an agreement with the Partnership (including terminating the Terminating Third Party Service Contract, reviewif applicable) for the provision of the services covered by such Partnership Third Party Service Contract Offer upon the terms and conditions set forth therein. In the event the Partnership does not exercise its right to make a Partnership Terminating Third Party Service Offer with respect to a Terminating Third Party Service Contract, approval and/or confirmationor Chesapeake Holdings validly rejects a Partnership Terminating Third Party Service Offer as provided above, at Borrower’s cost Chesapeake Holdings and expensethe Chesapeake Entities shall be free to obtain the services covered by such Terminating Third Party Service Contract from a third party other than the Partnership (including the counterparty to the Terminating Third Party Service Contract); provided that such services are provided on terms and conditions (including those relating to price, each gas gathering and other commercial agreements) no more favorable in form and substance satisfactory the aggregate to Lender):such third party than those that were proposed in the Partnership Terminating Third Party Service Offer to apply to the Partnership (if any). (1c) Borrower has provided Lender with at least thirty (30) but not more than ninety (90) days In the event Chesapeake Holdings or any Chesapeake Entity proposes to enter into a Monetization Transaction, Chesapeake Holdings shall, and Chesapeake Holdings shall cause any such Chesapeake Entity to, prior written to entering into any such Monetization Transaction, first give notice in writing to the Partnership (the “Additional Project Monetization ROFO Notice”) of its intention to enter into such Monetization Transaction. The Monetization ROFO Notice shall include any material terms, conditions and details (other than those relating to price, gas gathering and other commercial agreements to the extent not provided to any other third party in connection with the proposed addition Monetization Transaction) as would be necessary for the Partnership to make a responsive offer to enter into the contemplated Monetization Transaction with Chesapeake Holdings or such Chesapeake Entity which terms, conditions and details shall at a minimum include any terms, condition or details provided to third parties in connection with the proposed Monetization Transaction. The Partnership shall have sixty days following receipt of the Additional Project to the Collateral. (2) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Additional Project Monetization ROFO Notice to Lender, propose an offer to enter into the Monetization Transaction with Chesapeake Holdings or on the date of the requested addition. (3) The Additional Project shall be acquired by Borrower. (4) The Additional Project shall be acceptable to Lender in its sole and absolute discretion. (5) Concurrently with the addition of the Additional Project, Borrower shall pay to Lender a fee such Chesapeake Entity (the “Additional Project FeeMonetization ROFO Response”). The Monetization ROFO Response shall set forth the terms and conditions (including those relating to price, gas gathering and other commercial agreements) equal pursuant to one quarter percent (0.25%) of eighty-five percent (85%) of which the Valuation Amount determined by Lender Partnership would be willing to enter into a binding agreement for such Additional Project; provided, however, the Additional Project Fee shall be waived for each of Monetization Transaction. Unless the first two (2) Additional Projects added Monetization ROFO Response is rejected pursuant to written notice from Chesapeake Holdings or a Chesapeake Entity delivered to the Collateral in any Loan Year. (6) Lender shall have received a Mortgage (the “Additional Mortgage”) covering the Additional Project and all personal property related thereto (and Partnership within sixty days of such Additional Mortgage shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (7) Lender shall have received an Assignment of Rents and Leases (the “Additional Assignment of Rents and Leases”) covering the Additional Project and all leases related thereto (and such Additional Assignment of Rents and Leases shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (8) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A) (which shall reflect Lender’s determination of the Valuation Amount for the Additional Project) and l.1(B), revised to include the applicable information for the Additional Project. As of the date of the recordation of the Mortgage encumbering the Additional Projectdelivery, such revised schedules Monetization ROFO Response shall be deemed to supersede have been accepted by Chesapeake Holdings and replace Chesapeake Holdings or the prior versions thereofapplicable Chesapeake Entity shall (and Chesapeake Holdings shall cause the applicable Chesapeake Entity to) enter into an agreement with the Partnership providing for the consummation of the Monetization Transaction upon the terms set forth in the Monetization ROFO Response. If the Partnership has not validly delivered a Monetization ROFO Response as specified above in respect of a Monetization Transaction that is subject to a Monetization ROFO Notice, Chesapeake Holdings or the applicable Chesapeake Entity shall be free to enter into such Monetization Transaction with any third party on terms and conditions no more favorable to such third party than those set forth in the Monetization ROFO Notice. If a Monetization ROFO Response with respect to any Monetization Transaction is rejected by Chesapeake Holdings or the applicable Chesapeake Entity, Chesapeake Holdings or such Chesapeake Entity shall be free to enter into such Monetization Transaction with any third party (i) on terms and conditions (including those relating to gas gathering and other commercial agreements, but excluding those relating to price) that are not more favorable in the aggregate to such third party than those proposed in respect of the Partnership in the Monetization ROFO Response and (ii) at a price equal to no less than 95% of the price offered by the Partnership in the Monetization ROFO Response to Chesapeake Holdings or such Chesapeake Entity. (9d) Lender The Partnership and Chesapeake Holdings shall have received an ALTA (use commercially reasonable efforts to do or equivalent) mortgagee policy cause to be done all things that may be reasonably necessary or advisable to effectuate the provisions of title insurance, with reinsurance this Section 2.1 and endorsements as Lender may reasonably require, containing no exceptions to title (printed the exercise of rights or otherwise) which are unacceptable to Lender, and insuring that the Additional Mortgage is a first-priority Lien on the Additional Project and related collateral. Borrower shall also obtain, at its sole cost and expense, consummation of any endorsements, continuations or modifications to any existing title policies as Lender may reasonably requesttransactions contemplated hereby, including without limitation aggregation or tie-in endorsements, but not including any overall increase in the insured amount above the Maximum Commitment Amount. (10) Lender shall have received legal opinions issued by counsel for the entity acquiring the Additional Project (andcase of Chesapeake Holdings, where required by Lender, by Lender’s local counsel), opining as to the due organization, valid existence causing its Affiliates and good standing of such Person, and the due authorization, execution, delivery, enforceability and validity any members of the Additional Mortgage and board of directors of the Additional Assignment of Rents and Leases with respect to, such Person; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Additional Project and GP or Midstream Ventures designated by it or its use is in full compliance with all legal requirements; and as to such other matters as Lender and Lender’s counsel reasonably may specify. (11) Lender shall have received such information regarding the Additional Project as Lender shall request, including without limitation financial information, historic rent rolls and operating statementsAffiliates, to enable Lender to establish a Valuation Amount for the Additional Project. (12) Lender shall have received UCC searches for the seller of the Additional Project. (13) Lender shall have received evidence of insurance as required by this Agreement with respect to the Additional Project. (14) Lender shall have received a current ALTA/ACSM land title survey of the Additional Projectexecute, dated or updated to a date not earlier than thirty (30) days prior to the date hereofdeliver and perform all documents, certified to Lender and the issuer of Lender’s title insurancenotices, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender’s current standard survey requirements. (15) Lender shall have a current engineering report or architect’s certificate with respect to the Additional Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of the Additional Project’s tolerance for earthquake and seismic activity. (16) Lender shall have received a current Site Assessment for the Additional Project. (17) Lender shall have received a current rent roll of the Additional Project, which Borrower shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Additional Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); and (e) security deposit, if any. (18) Lender shall have received evidence that the Additional Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licensesamendments, certificates, approvals or instruments and consents required of in connection therewith (including any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender’s request, Borrower shall furnish Lender with a zoning endorsement to Lender’s title insurance policy (if available), zoning letters from applicable municipal agencies, and utility letters from applicable service providers or other reasonable proof that required utilities are available to the Additional Project. (19) No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Additional Project; the Additional Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority, which would have, in Lender’s judgment, a material adverse effect on the Additional Project or the acquirer consent of the Additional Project. (20) All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition board of directors of the Additional Project shall have been paid, such evidence to GP or Midstream Ventures that could be accompanied by any waivers or indemnifications deemed necessary by Lenderrequired under applicable law). (21) Lender shall have received payment of Lender’s costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender’s inspecting engineers, consultants, and outside counsel. (22) Lender shall have received such other authorizations, documents, certificates, updates, reports, searches or items as Lender reasonably may require with respect to the Additional Project.

Additional Projects. During Not more than [c.i.] per calendar year during the term of Tail Period (as defined below), DUSA [c.i.] to include in the LoanDevelopment Program up to [c.i.] development projects for Additional Collaboration Products within the Field not yet within, Borrower shall have or proposed for, the option of adding additional self-storage projects Development Program for which DUSA has [c.i.] relating to such Additional Collaboration Products (including [c.i.] from independent investigators and/or scientific presentations/publications) together with a proposed good faith budget to develop such Additional Collaboration Products pursuant to the 12- 20 Development Program (each an “"Additional Project”Collaboration Product Proposal"). Such Additional Collaboration Product Proposal shall be addressed to Schering's representatives on the Development Committee. 3.4.1 If Schering is interested in including any or all of such development projects for Additional Collaboration Products within the Development Program, Schering shall notify DUSA in writing [c.i.] after receiving such Additional Collaboration Product Proposal, specifying the development projects for Additional Collaboration Products in which Schering is so interested. Upon receipt of Schering's notice of interest in an Additional Collaboration Product Proposal, the Parties shall discuss in good faith a budget for such development project for an Additional Collaboration Product, and if the Parties so agree, the resulting budget shall be included within the Development Plan and Budget for such calendar year. 3.4.2 If Schering does not notify DUSA [c.i.] days after receiving an Additional Collaboration Product Proposal that Schering is interested in a particular Additional Collaboration Product identified in the Additional Collaboration Product Proposal, or (ii) Schering does not agree to include a particular development project for an Additional Collaboration Product in the CollateralDevelopment Plan and Budget for such Additional Collaboration Product [c.i.] thereafter, upon then such Additional Collaboration Product shall be deemed a "Rejected Product". Provided, however, that development projects for Additional Collaboration Products which are subject to an Additional Collaboration Product Proposal or which have not been presented to either the satisfaction Development Committee or to Schering shall not be deemed Rejected Products [c.i.] Schering is [c.i.], regardless of whether or not Schering accepts all of the following conditions precedent with respect to each such development projects for Additional Project (and delivery below shall be subject to Lender’s receipt, review, approval and/or confirmation, at Borrower’s cost and expense, each in form and substance satisfactory to Lender): (1) Borrower has provided Lender with at least thirty (30) but not more than ninety (90) days prior written notice (the “Additional Project Notice”) of the proposed addition of the Additional Project to the Collateral. (2) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Additional Project Notice to Lender, or on the date of the requested addition. (3) The Additional Project shall be acquired by Borrower. (4) The Additional Project shall be acceptable to Lender in its sole and absolute discretion. (5) Concurrently with the addition of the Additional Project, Borrower shall pay to Lender a fee (the “Additional Project Fee”) equal to one quarter percent (0.25%) of eighty-five percent (85%) of the Valuation Amount determined by Lender for such Additional Project; provided, however, the Additional Project Fee shall be waived for each of the first two (2) Additional Projects added to the Collateral in any Loan Year. (6) Lender shall have received a Mortgage (the “Additional Mortgage”) covering the Additional Project and all personal property related thereto (and such Additional Mortgage shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (7) Lender shall have received an Assignment of Rents and Leases (the “Additional Assignment of Rents and Leases”) covering the Additional Project and all leases related thereto (and such Additional Assignment of Rents and Leases shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (8) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A) (which shall reflect Lender’s determination of the Valuation Amount for the Additional Project) and l.1(B), revised to include the applicable information for the Additional Project. As of the date of the recordation of the Mortgage encumbering the Additional Project, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (9) Lender shall have received an ALTA (or equivalent) mortgagee policy of title insurance, with reinsurance and endorsements as Lender may reasonably require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Additional Mortgage is a first-priority Lien on the Additional Project and related collateral. Borrower shall also obtain, at its sole cost and expense, any endorsements, continuations or modifications to any existing title policies as Lender may reasonably request, including without limitation aggregation or tie-in endorsements, but not including any overall increase in the insured amount above the Maximum Commitment Amount. (10) Lender shall have received legal opinions issued by counsel for the entity acquiring the Additional Project (and, where required by Lender, by Lender’s local counsel), opining as to the due organization, valid existence and good standing of such Person, and the due authorization, execution, delivery, enforceability and validity of the Additional Mortgage and the Additional Assignment of Rents and Leases with respect to, such Person; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Additional Project and its use is in full compliance with all legal requirements; and as to such other matters as Lender and Lender’s counsel reasonably may specify. (11) Lender shall have received such information regarding the Additional Project as Lender shall request, including without limitation financial information, historic rent rolls and operating statements, to enable Lender to establish a Valuation Amount for the Additional Project. (12) Lender shall have received UCC searches for the seller of the Additional Project. (13) Lender shall have received evidence of insurance as required by this Agreement with respect Collaboration Products pursuant to the Additional ProjectCollaboration Product Proposal. (14) Lender 3.4.3 It is understood by the Parties that DUSA's obligations under this Section 3.4 shall have received a current ALTA/ACSM land title survey terminate at the end of the Additional Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender’s title insurance, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender’s current standard survey requirementsTail Period. (15) Lender shall have a current engineering report or architect’s certificate with respect to the Additional Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of the Additional Project’s tolerance for earthquake and seismic activity. (16) Lender shall have received a current Site Assessment for the Additional Project. (17) Lender shall have received a current rent roll of the Additional Project, which Borrower shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Additional Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); and (e) security deposit, if any. (18) Lender shall have received evidence that the Additional Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender’s request, Borrower shall furnish Lender with a zoning endorsement to Lender’s title insurance policy (if available), zoning letters from applicable municipal agencies, and utility letters from applicable service providers or other reasonable proof that required utilities are available to the Additional Project. (19) No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Additional Project; the Additional Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority, which would have, in Lender’s judgment, a material adverse effect on the Additional Project or the acquirer of the Additional Project. (20) All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Additional Project shall have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. (21) Lender shall have received payment of Lender’s costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender’s inspecting engineers, consultants, and outside counsel. (22) Lender shall have received such other authorizations, documents, certificates, updates, reports, searches or items as Lender reasonably may require with respect to the Additional Project.

Additional Projects. During Seller owns the term rights to additional solar photovoltaic electricity generating projects in the State of Hawaii which are currently on the LoanUtility reserve schedule for application to the FIT Tier 2 or 3 program, Borrower shall have or which may otherwise be awarded a Power Purchase Agreement, but excluding the option of adding additional self-storage projects Kamehameha Projects (each an “Additional Project”) and are listed in Schedule 5.3, attached hereto. Each Additional Project that is accepted by the Utility from the reserve queue or awarded a Power Purchase Agreement on terms reasonably acceptable to Buyer shall be included as a Project under this Agreement. To make such additions, from time to time as each Additional Project is placed in the Collateralactive queue by the Utility from the reserve queue, upon the satisfaction Seller shall deliver to Buyer and Lenders original executed copies of all (a) a written notice of intent to add one or more Additional Projects to this Agreement and providing relevant due diligence information regarding such Additional Projects, including, without limitation, Seller’s estimate of the following conditions precedent with respect to each budget for development of such Additional Project Projects, and (and delivery below shall be subject to Lender’s receipt, review, approval and/or confirmation, at Borrower’s cost and expense, each in form and substance satisfactory to Lender): (1b) Borrower has provided Lender with at least thirty (30) but not more than ninety (90) days prior written notice (the “Additional Project Notice”) of the proposed addition of the Additional Project to the Collateral. (2) No Event of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the Additional Project Notice to Lender, or on the date of the requested addition. (3) The Additional Project shall be acquired by Borrower. (4) The Additional Project shall be acceptable to Lender in its sole and absolute discretion. (5) Concurrently with the addition of the Additional Project, Borrower shall pay to Lender a fee (the “Additional Project Fee”) equal to one quarter percent (0.25%) of eighty-five percent (85%) of the Valuation Amount determined by Lender for such Additional Project; provided, however, the Additional Project Fee shall be waived for each of the first two (2) amendments to the Project List to add such Additional Projects added to the Collateral in any Loan Year. (6) Lender “Project List Amendment”). Buyer and Lenders shall have received a Mortgage (the “Additional Mortgage”) covering the Additional Project and all personal property related thereto (and such Additional Mortgage shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (7) Lender shall have received an Assignment of Rents and Leases (the “Additional Assignment of Rents and Leases”) covering the Additional Project and all leases related thereto (and such Additional Assignment of Rents and Leases shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (8) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A) (which shall reflect Lender’s determination of the Valuation Amount for the Additional Project) and l.1(B), revised to include the applicable information for the Additional Project. As of the date of the recordation of the Mortgage encumbering the Additional Project, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (9) Lender shall have received an ALTA (or equivalent) mortgagee policy of title insurance, with reinsurance and endorsements as Lender may reasonably require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Additional Mortgage is a first-priority Lien on the Additional Project and related collateral. Borrower shall also obtain, at its sole cost and expense, any endorsements, continuations or modifications to any existing title policies as Lender may reasonably request, including without limitation aggregation or tie-in endorsements, but not including any overall increase in the insured amount above the Maximum Commitment Amount. (10) Lender shall have received legal opinions issued by counsel for the entity acquiring the Additional Project (and, where required by Lender, by Lender’s local counsel), opining as to the due organization, valid existence and good standing of such Person, and the due authorization, execution, delivery, enforceability and validity of the Additional Mortgage and the Additional Assignment of Rents and Leases with respect to, such Person; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Additional Project and its use is in full compliance with all legal requirements; and as to such other matters as Lender and Lender’s counsel reasonably may specify. (11) Lender shall have received such information regarding the Additional Project as Lender shall request, including without limitation financial information, historic rent rolls and operating statements, to enable Lender to establish a Valuation Amount for the Additional Project. (12) Lender shall have received UCC searches for the seller of the Additional Project. (13) Lender shall have received evidence of insurance as required by this Agreement with respect to the Additional Project. (14) Lender shall have received a current ALTA/ACSM land title survey of the Additional Project, dated or updated to a date not earlier than thirty (30) days prior after receipt of the offer materials from Seller to reasonably determine a budget for the date hereof, certified development of such Additional Projects (each an “Additional Project Budget”) and to Lender countersign and return one (1) copy of the Project List Amendment and the issuer applicable Additional Project Budget to Seller. Should Buyer and Lenders elect not deliver the executed Project List Amendment and applicable Additional Project Budget within thirty (30) days of Lender’s title insurancethe receipt of the offer materials, prepared then ten (10) days after written notice by a licensed surveyor acceptable Seller to Lender Buyer and such title insurerLenders of the pending cancellation of acceptance rights, Buyer and conforming to Lender’s current standard survey requirements. (15) Lender Lenders shall have a current engineering report no further rights or architect’s certificate with respect claims to the that Additional Project and shall take all necessary steps to confirm that fact, including releasing any security interest or mortgage covering said Additional Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of . In the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of the Additional Project’s tolerance for earthquake and seismic activity. (16) Lender shall have received a current Site Assessment for the Additional Project. (17) Lender shall have received a current rent roll of the Additional Project, which Borrower shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of event the Additional Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross Budget for development of such Additional Projects will cause the Cash Advance Cap to be exceeded, the Lenders shall commit to funding the excess amount as a condition to their acceptance of the Project List Amendment and the Cash Advance Cap, SPI Advance Cap, HPL Advance Cap and Lender Payment Percentages will be adjusted accordingly and in amount per net rentable square foot per year); and (e) security deposit, if anya pro rata manner to reflect such additional funding by the Lenders. (18) Lender shall have received evidence that the Additional Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender’s request, Borrower shall furnish Lender with a zoning endorsement to Lender’s title insurance policy (if available), zoning letters from applicable municipal agencies, and utility letters from applicable service providers or other reasonable proof that required utilities are available to the Additional Project. (19) No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Additional Project; the Additional Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority, which would have, in Lender’s judgment, a material adverse effect on the Additional Project or the acquirer of the Additional Project. (20) All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Additional Project shall have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. (21) Lender shall have received payment of Lender’s costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender’s inspecting engineers, consultants, and outside counsel. (22) Lender shall have received such other authorizations, documents, certificates, updates, reports, searches or items as Lender reasonably may require with respect to the Additional Project.

Additional Projects. During the term The Airports Authority may designate an Additional Project as a part of the LoanDulles Toll Road. Upon compliance with the following conditions, Borrower such Additional Project shall have become a part of the option Dulles Toll Road: (a) the Board shall adopt a resolution designating such Additional Project as a part of adding additional self-storage projects the Dulles Toll Road; (each an “b) the Airports Authority shall file with the Trustee a certificate or report of a Toll Road Consultant evidencing that, based upon reasonable assumptions: (i) for the last succeeding Fiscal Year for which audited financial statements are available, the Net Revenues, together with revenues generated by such Additional Project”) , if any (to the Collateral, upon the satisfaction of all extent that such revenues would have constituted Toll Road Revenues if such Additional Project were part of the following conditions precedent with respect Dulles Toll Road), were sufficient to each meet the Rate Covenant taking into account (1) the operating expenses relating to such Additional Project (to the extent that such operating expenses would have constituted Operation and delivery below shall be subject Maintenance Expenses if such Additional Project were part of the Dulles Toll Road), (2) any additional Operation and Maintenance Expenses that would have been incurred by the Airports Authority if such Additional Project had been a part of the Dulles Toll Road (as estimated by the Toll Road Consultant) and (3) a reasonable renewal and replacement reserve deposit with respect to Lender’s receiptsuch Additional Project, review, approval and/or confirmation, at Borrower’s cost and expense, each in form and substance satisfactory to Lender):as determined by such Toll Road Consultant; or (1ii) Borrower has provided Lender with at least thirty (30) but not more than ninety (90) days prior written notice (the “Additional Project Notice”) of projected Net Revenues for the proposed current Fiscal Year and the Fiscal Year immediately following the addition of the Additional Project to the Collateral. Dulles Toll Road (including the additional Toll Road Revenues expected to be generated by such Additional Project, if any) will be sufficient to meet the Rate Covenant taking into account (1) the Operation and Maintenance Expenses relating to such Additional Project, (2) No Event any Operation and Maintenance Expenses that are expected to be incurred by the Airports Authority as a result of Default or Potential Default has occurred and is continuing on the date on which Borrower delivers the such Additional Project Notice to Lender, or on the date being a part of the requested addition. Dulles Toll Road (as estimated by the Toll Road Consultant) and (3) The Additional Project shall be acquired by Borrower. (4) The Additional Project shall be acceptable a reasonable renewal and replacement reserve deposit with respect to Lender in its sole and absolute discretion. (5) Concurrently with the addition of the such Additional Project, Borrower shall pay as determined by the Toll Road Consultant; and (c) evidence that any indebtedness relating to Lender a fee (the “such Additional Project Fee”) equal to one quarter percent (0.25%) of eighty-five percent (85%) of the Valuation Amount determined by Lender for such Additional Projecthas been duly paid or defeased; provided, however, that the Airports Authority may issue Bonds for the purpose of refinancing any outstanding indebtedness relating to an Additional Project Fee shall be waived for each of the first two (2) Additional Projects added to the Collateral in any Loan Year. (6) Lender shall have received a Mortgage (the “Additional Mortgage”) covering the Additional Project and all personal property related thereto (and such Additional Mortgage shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (7) Lender shall have received an Assignment of Rents and Leases (the “Additional Assignment of Rents and Leases”) covering the Additional Project and all leases related thereto (and such Additional Assignment of Rents and Leases shall have been properly recorded in the official records of the county or counties in which the Additional Project is located). (8) Lender shall have prepared, and Borrower shall have acknowledged, revised Schedules 1.1(A) (which shall reflect Lender’s determination of the Valuation Amount for the Additional Project) and l.1(B), revised to include the applicable information for the Additional Project. As of the date of the recordation of the Mortgage encumbering the Additional Project, such revised schedules shall be deemed to supersede and replace the prior versions thereof. (9) Lender shall have received an ALTA (or equivalent) mortgagee policy of title insurance, with reinsurance and endorsements as Lender may reasonably require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the Additional Mortgage is a first-priority Lien on the Additional Project and related collateral. Borrower shall also obtain, at its sole cost and expense, any endorsements, continuations or modifications to any existing title policies as Lender may reasonably request, including without limitation aggregation or tie-in endorsements, but not including any overall increase in the insured amount above the Maximum Commitment Amount. (10) Lender shall have received legal opinions issued by counsel for the entity acquiring the Additional Project (and, where required by Lender, by Lender’s local counsel), opining as to the due organization, valid existence and good standing of such Person, and the due authorization, execution, delivery, enforceability and validity of the Additional Mortgage and the Additional Assignment of Rents and Leases with respect to, such Person; that the Loan, as reflected in the Loan Documents, is not usurious; to the extent that Lender is not otherwise satisfied, that the Additional Project and its use is in full upon compliance with all legal requirements; the provisions of Section 213 and as to such other matters as Lender and Lender’s counsel reasonably may specifySection 511. (11) Lender shall have received such information regarding the Additional Project as Lender shall request, including without limitation financial information, historic rent rolls and operating statements, to enable Lender to establish a Valuation Amount for the Additional Project. (12) Lender shall have received UCC searches for the seller of the Additional Project. (13) Lender shall have received evidence of insurance as required by this Agreement with respect to the Additional Project. (14) Lender shall have received a current ALTA/ACSM land title survey of the Additional Project, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Lender and the issuer of Lender’s title insurance, prepared by a licensed surveyor acceptable to Lender and such title insurer, and conforming to Lender’s current standard survey requirements. (15) Lender shall have a current engineering report or architect’s certificate with respect to the Additional Project, covering, among other matters, inspection of heating and cooling systems, roof and structural details and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards. As requested by Lender, such report shall also include an assessment of the Additional Project’s tolerance for earthquake and seismic activity. (16) Lender shall have received a current Site Assessment for the Additional Project. (17) Lender shall have received a current rent roll of the Additional Project, which Borrower shall represent and warrant is true and correct. Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Additional Project (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); and (e) security deposit, if any. (18) Lender shall have received evidence that the Additional Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority have been issued without variance or condition and that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters. At Lender’s request, Borrower shall furnish Lender with a zoning endorsement to Lender’s title insurance policy (if available), zoning letters from applicable municipal agencies, and utility letters from applicable service providers or other reasonable proof that required utilities are available to the Additional Project. (19) No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened against the Additional Project; the Additional Project shall not have suffered any significant damage by fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any governmental authority, which would have, in Lender’s judgment, a material adverse effect on the Additional Project or the acquirer of the Additional Project. (20) All fees and commissions payable to real estate brokers, mortgage brokers, or any other brokers or agents in connection with the Loan or the acquisition of the Additional Project shall have been paid, such evidence to be accompanied by any waivers or indemnifications deemed necessary by Lender. (21) Lender shall have received payment of Lender’s costs and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Lender’s inspecting engineers, consultants, and outside counsel. (22) Lender shall have received such other authorizations, documents, certificates, updates, reports, searches or items as Lender reasonably may require with respect to the Additional Project.