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<br />200806505
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<br />Section 1.11. Illinois Future Advances and Maximum Secured Amount. This Mortgage is
<br />given to secure not only existing indebtedness, but also such future advances, whether such advances
<br />are obligatory or are to be made at the option of Administrative Agent, or otherwise, as are made within
<br />twenty years from the date hereof, to the same extent as if such future advances were made on the date
<br />of the execution of the Mortgage. The total amount of indebtedness that may be so secured may
<br />decrease or increase from time to time, but the total unpaid balance so secured at one time shall not
<br />exceed $1,000,000,000, plus interest thereon, and any disbursements made for the payment of taxes,
<br />special assessments, or insurance on the property subject to this Mortgage, plus interest thereon.
<br />Notwithstanding anything contained herein to the contrary, in no event shall the total amount secured
<br />by this Mortgage exceed $1,000,000,000.
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<br />Section 1.12. Montana Future Advances. Notwithstanding any provision hereof to the
<br />contrary, the aggregate unpaid principal amount of the secured indebtedness outstanding at any
<br />particular time (after having given effect to all advances and all repayments made prior to such time)
<br />which is secured by Property located in Montana shall not in the aggregate exceed One Billion Dollars
<br />($1,000,000,000). Such amount does not in any way imply that Agent or Lenders are obligated to make
<br />any future advances to Borrowers at any time unless specifically so provided in the Credit Agreement
<br />or any of the other Loan Documents.
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<br />Section 1.13. Ohio Doen End Mortgage. It is contemplated and acknowledged that this is an
<br />open end mortgage, and that the secured indebtedness may include revolving credit loans and advances
<br />from time to time, and that this Mortgage shall have effect, as of the date hereof, to secure all secured
<br />indebtedness, regardless of whether any amounts are advanced on the date hereof or on a later date or,
<br />whether having been advanced, are later repaid in part or in whole and further advances made at a later
<br />date.
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<br />Section 1.14. Ohio Maximum Amount. This Mortgage is an Open End Mortgage granted
<br />pursuant to Ohio Law and in accordance with Ohio Revised Code Section 5301.232. The maximum
<br />value of the unpaid balances of such credit loans and advances that, in the aggregate, exclusive of
<br />interest, may be outstanding at any time is One Billion Dollars ($1,000,000,000), plus any additional
<br />loan advances made by Agent or the Lenders to protect the Mortgaged Properties, including, but not
<br />limited to, advances to pay taxes, assessments, insurance premiums, and all other amounts that
<br />Mortgagor has in this Mortgage agreed to pay for the protection of the Mortgaged Properties..
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<br />Section 1.15. Maturity of Indebtedness. The final maturity of the indebtedness secured hereby,
<br />subject to the rights of acceleration, is July 20, 2012.
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<br />Section 1.16. Limit on Secured Indebtedness. It is the intention of Mortgagor and
<br />Administrative Agent that this Mortgage not constitute a fraudulent transfer or fraudulent conveyance
<br />under any state or federal Law that may be applied hereto. Mortgagor and, by its acceptance hereof,
<br />Administrative Agent hereby acknowledges and agrees that, notwithstanding any other provision of this
<br />Mortgage, the amount of indebtedness secured by Mortgagor hereunder shall be limited to the
<br />maximum amount of indebtedness that can be secured by Mortgagor hereunder without rendering this
<br />Mortgage voidable under applicable Law relating to fraudulent conveyances or fraudulent transfers with
<br />respect to Mortgagor.
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<br />505901000016 DALLAS 2307301.3
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<br />[MULTI STATE MORTGAGE]
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