Common use of Additional Properties Clause in Contracts

Additional Properties. From time to time during the Term of this Agreement, the Parties may mutually agree to add certain Land Bank Assets to this Agreement, so as to become a Leased Property hereunder, and to execute a Master Lease for such new Leased Property in accordance herewith. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, such Party (the “Requesting Party”) will have the right to send a written notice (an “Additional Property Notice”) to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to this Agreement as a Leased Property (and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days of the date on which such request is made. Upon receipt of the Additional Property Notice from the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject property, and approve or disapprove the addition of the subject property to this Agreement. If the Non-Requesting Party approves the addition of the subject property, the Parties will have an additional ninety (90) days following the date of such approval, or such longer period of time as to which the Parties may mutually agree, to (1) collaborate and mutually agree on the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninety

Additional Properties. From time to time during the Term of this Agreement, the Parties may mutually agree to add certain Land Bank Assets to this Agreement, so as to become a Leased Property hereunder, and to execute a Master Lease for such new Leased Property in accordance herewith. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, such Party (the “Requesting Party”) will have the right to send a written notice (an “Additional Property Notice”) to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to this Agreement as a Leased Property (and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days of the date on which such request is made. Upon receipt of the Additional Property Notice from the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject property, and approve or disapprove the addition of the subject property to this Agreement. If the Non-Requesting Party approves the addition of the subject property, the Parties will have an additional ninety (90) days following the date of such approval, or such longer period of time as to which the Parties may mutually agree, to (1) collaborate and mutually agree on the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetyninety (90) day period (or such longer period of time agreed to by the Parties), then the subject Property will not become a Leased Property hereunder.

Additional Properties. From Borrowers shall have the right from time to time during to add one or more factory outlet centers or other retail properties reasonably acceptable to Lender (each, an "Additional Property") as collateral for the Term Loan by executing and delivering to Lender a mortgage, deed of this Agreementtrust or deed to secure debt, as applicable (an "Additional Mortgage"), encumbering such Additional Property, in substantially the same form as the Mortgages (with such modifications as may be required to conform with applicable law) and such other documents (together with the Additional Mortgage, the Parties "Additional Documents"), as Lender may mutually agree in its reasonable discretion require in order to grant Lender a first priority, perfected lien on and security interest in such Additional Property and all related rents, personal property, reserves and escrows on the same terms and conditions as the liens and security interests granted to Lender in the Properties on the Closing Date. Borrowers' right to add certain Land Bank Assets an Additional Property shall also be subject to this Agreementthe following conditions and restrictions: (a) No Default or Event of Default shall have occurred and be continuing; (b) at least sixty (60) days prior to the proposed date of the addition, so Borrowers shall have delivered to Lender appraisals, prepared by Cu▇▇▇▇▇ & Wa▇▇▇▇▇▇▇, Inc., or such other third-party real estate professional as is approved by Lender and the Rating Agencies, indicating the fair market value for the proposed Additional Property; (c) Borrowers shall have delivered a Phase I environmental report and, if recommended by such Phase I report, a Phase II environmental report prepared by Environmental Management Group, Inc., IVI Environmental, Inc., or such other environmental consultant as is approved by Lender and the Rating Agencies, stating that the Additional Property complies with all applicable environmental laws, or if remedial steps are required to become effect such compliance, identifying such steps and projecting the cost thereof, in which case Lender shall have the option to not accept such Additional Property and, if Lender agrees to accept the Additional Property, Borrowers shall be required to deposit with Lender an amount equal to one hundred fifty percent (150%) of such projected costs (the "Engineering Escrow Fund"); (d) Borrowers shall have delivered an engineering report, prepared by Me▇▇▇▇ & Ha▇▇▇▇, Inc., or such other consulting engineer as is approved by Lender and the Rating Agencies, stating that the Additional Property complies with all applicable building laws and do not require performance of deferred maintenance or if remedial steps are required to effect such compliance or such deferred maintenance, identifying such steps and projecting the cost thereof, in which case Borrowers shall be required to deposit into the Engineering Escrow Fund an amount equal to one hundred fifty percent (150%) of such projected costs; (e) Borrowers shall have caused to be delivered all leases, title commitments, title insurance policies, surveys, hazard and liability insurance, evidence of compliance with zoning and other laws, legal opinions and other items of due diligence with respect to the Additional Property as Lender and/or the Rating Agencies may require, all of which shall be in form and substance acceptable to Lender and the Rating Agencies; (f) the Person transferring the Additional Property to a Leased Property hereunderBorrower shall be solvent and shall be making such transfer on an arm's length basis and for fair consideration, and such Borrower and such Person shall deliver certifications and evidence to execute such effect and such other certifications as Lender shall reasonably require to assure itself that the substitution does not constitute a Master Lease for fraudulent conveyance on the part of any Person (assuming such new Leased Property Person was not solvent at the time of transfer); (g) Borrowers shall comply with such other terms and conditions as the Rating Agencies shall require in accordance herewith. In connection with the event either Party wishes to make addition of the Additional Property; (h) each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a Land Bank Asset a Leased Property hereunderresult of the addition of the Additional Property, such Party be downgraded from the then current ratings thereof, qualified or withdrawn; and (i) if the “Requesting Party”) will have the right to send a written notice (an “Additional Property Notice”) to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to this Agreement as a Leased Property (and to cause a Master Lease is not to be executed for such property)owned by an existing Borrower, which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days of the date on which such request is made. Upon receipt owner of the Additional Property Notice from (a "New Borrower") and its organizational structure shall be acceptable to Lender and the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject propertyRating Agencies, and approve or disapprove the addition PRLP and SPE shall collectively own at least 50.1% of the subject property to this Agreementtotal interest in such New Borrower. If the Non-Requesting Party approves Additional Property is to be owned by an existing Borrower, the addition organizational documents of the subject propertyapplicable Borrower shall, if required, be modified to permit the Parties will have an additional ninety (90) days following the date of such approval, or such longer period of time as to which the Parties may mutually agree, to (1) collaborate ownership and mutually agree on the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms operation of the Master Lease for such subject property, using the Additional Property and shall be in form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (or fails and substance reasonably acceptable to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetyLender.

Additional Properties. From time to time during A Real Estate Asset owned by the Term of this Agreement, the Parties may mutually agree to add certain Land Bank Assets to this Agreement, so as Borrower or by a Related Company that is to become a Leased Guarantor may become an additional Mortgaged Property hereunderif (i) all Lenders, in their sole discretion, approve such Real Estate Asset and (ii) all of the conditions set forth in ss.5.4 are satisfied with respect to execute such Real Estate Asset. Borrower shall provide the Agent with a Master Lease for notice of each proposed Additional Property describing such new Leased Property property, its estimated value and its estimated net operating income together with a current rent roll and the most current operating statements available with respect thereto, which operating statements, to the extent available, shall cover a period of at least two years. If the Agent determines that additional information is needed to sufficiently describe such property, it may request a supplemental notice from the Borrower containing such additional information. When such notice is satisfactory to the Agent, it shall send a copy to each Lender and each Lender agrees to notify the Agent within ten (10) Business Days after its receipt of such notice as to whether or not it approves of such Real Estate Asset to become an Additional Property. If the notice distributed by the Agent does not include copies of the Appraisal and/ or the environmental report relating to such Real Estate Asset, then a Lender may grant a conditional approval subject to its subsequent review of such items. When copies of such Appraisal and/ or the environmental report are subsequently distributed each Lender who has so conditioned its approval agrees to notify the Agent within ten (10) Business Days after its receipt thereof as to whether the condition to its approval has been satisfied. The fact that any Lender has so approved the eligibility of a Real Estate Asset shall not prevent such Lender from withholding any consent, approval or waiver required or requested of such Lender in accordance herewithconnection with the satisfaction or waiver of the conditions set forth in ss.5.4 with respect to such Real Estate Asset. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, that all Lenders grant such Party (the “Requesting Party”) will have the right to send a written notice (an “Additional Property Notice”) to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to this Agreement as a Leased Property (approval and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days all of the date on which such request is made. Upon receipt of the Additional Property Notice from the Requesting Partyconditions set forth in ss.5.4 are satisfied, the Non-Requesting Party will have Agent shall notify the Borrower and within thirty (30) days thereafter the Borrower and the Mortgagor shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to review the information provided regarding the subject propertyAgent a Security Deed, request any additional information an Assignment of Rents and documentation regarding the subject propertyLeases, and approve or disapprove Subordination, Attornment and Non-Disturbance Agreements (to the addition extent required by the Agent in its discretion), which Security Documents shall be in substantially the form of the subject property Security Documents executed and delivered herewith with such reasonable changes as the Agent may deem desirable to this Agreement. If address the Non-Requesting Party approves the addition laws of the subject property, State where the (i) a Guaranty in substantially the Parties will have an additional ninety (90) days following form of the Guaranty executed and delivered by the initial Guarantors on the date of such approval, or such longer period of time as to which the Parties may mutually agree, to (1) collaborate and mutually agree on the Redevelopment Plan for the subject property, this Agreement and (2ii) mutually negotiate the terms good standing certificates, general partner certificates, secretary certificates, opinions of the Master Lease for counsel and such subject property, using the form of Standard Lease attached hereto other documents as Exhibit A (or a Non-Standard Lease, if so agreed may be reasonably requested by the Parties)Agent. If Such Additional Properties shall be deemed to be Mortgaged Properties upon the Non-Requesting Party disapproves the addition recording and filing of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetySecurity Documents.

Additional Properties. From time to time during after the Term date hereof, Borrowers shall have the right to request that one or more Additional Properties be included in the collateral pool for the Credit Facility. If Borrowers wish to submit an Additional Property for inclusion in the collateral pool for the Credit Facility, Borrowers shall notify Agent in writing of this Agreementtheir desire to do so at least forty five (45) days prior to the date upon which Borrowers wish to include such Additional Property in the collateral pool for the Credit Facility, and shall at Borrowers' sole cost and expense cause all of the terms and conditions of the Commitment which pertained to the inclusion of the Initial Properties in the original collateral pool for the Credit Facility to be satisfied with respect to the Additional Property, all with the same force and effect as if the Additional Property had constituted part of the original collateral pool for the Credit Facility (including, without limitation, the Parties may mutually agree terms and conditions more particularly set forth in EXHIBIT E attached hereto). An Additional Property shall not be included in the collateral pool for the Credit Facility unless (i) all of the aforesaid terms and conditions are met to add certain Land Bank Assets the satisfaction of Co-Lenders, (ii) the Additional Property shall in the opinion of Co-Lenders be at least comparable in quality to the Initial Properties constituting part of the original collateral pool for the Credit Facility, (iii) all of the affirmative and negative covenants and all of the representations and warranties contained in this Agreement and the other Credit Facility Documents and all of the other terms, covenants and provisions of the Credit Facility Documents shall continue to be complied with after the inclusion of the Additional Property in the collateral pool for the Credit Facility, and (iv) the inclusion of the Additional Property in the collateral pool for the Credit Facility is otherwise approved by Co-Lenders holding in the aggregate not less than 100% of the undivided Total Credit Facility Percentage Interests, it being agreed that Co-Lenders shall in no event or under any circumstance have any liability to Borrowers or any other person, party or entity as the result of their decision not to accept an Additional Property for inclusion in the collateral pool for the Credit Facility. In addition to the foregoing, if Borrowers' interest in an Additional Property is a leasehold, such Additional Property will not be accepted for inclusion in the collateral pool for the Credit Facility unless the ground lease creating such leasehold estate is, in the opinion of Co-Lenders, financeable and the terms of such ground lease shall otherwise be approved by Co-Lenders. Agent shall inform Borrowers within fifteen (15) days after submission by Borrowers of all of the Required Due Diligence Materials for an Additional Property as to whether the Additional Property has been approved for inclusion in the collateral pool for the Credit Facility by Co-Lenders holding in the aggregate not less than 100% of the undivided Total Credit Facility Percentage Interests. If an Additional Property is so approved for inclusion in the collateral pool for the Credit Facility, the Appraised Value of such Additional Property will be equal to the appraised value of the Additional Property, as set forth in the appraisal obtained with respect to such Additional Property pursuant to the provisions of paragraph 1(m) of EXHIBIT E attached to this Agreement, so if the fair market value of such Additional Property, as to become a Leased Property hereunderset forth in such appraisal, and to execute a Master Lease for such new Leased Property is approved without adjustment by Co-Lenders holding in accordance herewith. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, such Party aggregate not less than two thirds (the “Requesting Party”2/3) will have the right to send a written notice (an “Additional Property Notice”) to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to this Agreement as a Leased Property (and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days of the date on which such request is made. Upon receipt of the Additional Property Notice from the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject property, and approve or disapprove the addition of the subject property to this Agreementundivided Total Credit Facility Percentage Interests. If the Nonfair market value of such Additional Property as set forth in such appraisal is approved with downward adjustment in value by Co-Requesting Party approves the addition Lenders holding in excess of one third (1/3) of the subject propertyundivided Total Credit Facility Percentage Interests, the Parties will have an additional ninety (90) days following the date Appraised Value of such approvalAdditional Property shall be the Weighted Average Adjusted Appraised Value of such Additional Property. The "Weighted Average Adjusted Appraised Value" of such Additional Property shall be determined by Agent and shall be equal to the weighted average (i.e., or such longer period of time as to which the Parties may mutually agree, to (1) collaborate and mutually agree on the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms basis of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Nonrespective undivided Total Credit Facility Percentage Interest held by each Co-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition Lender) of the subject property fair market value of such Additional Property, as respectively approved (with or fails to timely approve it)without adjustment, or if as the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetycase may be) by each individual Co-Lender.

Additional Properties. From time to time during the Term of this Agreement, the Parties may mutually agree to add certain Land Bank Assets to this Agreement, so as to become a Leased Property hereunder, and to execute a Master Lease for such new Leased Property in accordance herewith. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, such Party (the “Requesting Party”) will Borrowers shall have the right to send a written notice (an “Additional Property Notice”) add to the Properties any real property which a Borrower acquires subsequent to the Closing Date provided such real property is immediately adjacent to a Property and is operated or is to be operated as a factory outlet center or for parking or other Party uses complementary to a factory outlet center ("Additional Premises") by executing an agreement of spreader and modification of mortgage, deed of trust or deed to secure debt, as applicable (a "Spreader Agreement"), to spread the “Non-Requesting Party”) indicating lien of the applicable Mortgage to include such Additional Premises and such other documents (together with the Spreader Agreement, the "Spreader Documents"), as Lender may in its desire reasonable discretion require in order to grant Lender a first priority, perfected lien on and security interest in such Additional Premises and all related rents, personal property, reserves and escrows on the same terms and conditions as the liens and security interests granted to Lender in the Property on the Closing Date. Borrowers' right to add an Additional Premises to the Properties shall also be subject to the following conditions and restrictions: (a) No Default or Event of Default shall have occurred and be continuing; (b) Borrowers shall have delivered Phase I environmental report and, if recommended by such Phase I report, a Land Bank Asset to this Agreement Phase II environmental report prepared by Environmental Management Group, Inc., IVI Environmental, Inc., or such other environmental consultant as a Leased Property (and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested is approved by the Non-Requesting Party within five (5) business days of Rating Agencies, stating that the date on Additional Premises comply with all applicable environmental laws, or if remedial steps are required to effect such compliance, identifying such steps and projecting the cost thereof, in which such request is made. Upon receipt case Lender shall have the option to not permit the acquisition of the Additional Property Notice from Premises and, if Lender does permit the Requesting Partysame, Borrowers shall be required to deposit into the Non-Requesting Party will Engineering Escrow Fund an amount equal to one hundred fifty percent (150%) of such projected costs; (c) Borrowers shall have thirty delivered an engineering report and prepared by Merrit & Harris, Inc., or such other consulting engineer as is approv▇▇ ▇▇ the ▇▇▇▇▇g Agencies, stating that the Additional Premises comply with all applicable building laws and do not require performance of deferred maintenance or if remedial steps are required to effect such compliance or such deferred maintenance, identifying such steps and projecting the cost thereof, in which case Borrowers shall be required to deposit into the Engineering Escrow Fund an amount equal to one hundred fifty percent (30150%) days of such projected costs; (d) Borrowers shall have caused to review the information provided regarding the subject propertybe delivered all leases, request any additional information title commitments, title insurance policies, surveys, hazard and documentation regarding the subject propertyliability insurance, evidence of compliance with zoning and other laws, legal opinions, and approve or disapprove other items of due diligence with respect to Additional Premises as the Rating Agencies may require, all of which shall be in form and substance acceptable to the Rating Agencies; (e) Borrowers shall comply with such other terms and conditions as the Rating Agencies shall require in connection with such addition; (f) each Rating Agency shall have delivered written confirmation that any rating issued by such Rating Agency in connection with the Securitization will not, as a result of the proposed addition of the subject property to this Agreement. If Additional Premises, be downgraded from the Non-Requesting Party approves then current ratings thereof, qualified or withdrawn; and (g) the addition organizational documents of the subject propertyapplicable Borrower shall, if required, be modified to permit the Parties will have an additional ninety (90) days following ownership and operation of the Additional Premises and shall be in form and substance reasonably acceptable to Lender; provided, however that prior to the date of such approvalSecuritization the provisions in clauses (b), or such longer period of time as to which the Parties may mutually agree, to (1c) collaborate and mutually agree on the Redevelopment Plan for the subject property, and (2d) mutually negotiate the terms of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as this Section 2.4.5 which relate to the Redevelopment Plan and/or Rating Agencies' discretion shall be deemed to be the Master Lease terms for such property above within such ninetyLender's reasonable discretion.

Additional Properties. From time The Members intend, subject to time during satisfaction of the Term Funding Conditions, to acquire, develop, redevelop/reposition, operate, manage, lease and sell or otherwise dispose of student housing properties in separate pools, each of which shall be held, directly or indirectly, in a separate limited liability company (each such limited liability company of which the Company is the first, being referred to herein as a “Portfolio Company”). Subject to the satisfaction of the Funding Conditions, the Company shall commence development of student housing properties pursuant to the terms of this Agreement until the Pool Cutoff Date for the Company. The Members hereby agree that subject to satisfaction of the Funding Conditions for each Property (including, without limitation, the Approval by HSRE of the construction schedule for such Property), the initial pool of Properties to be held by the Company shall consist of those Properties set forth on lines 1 through 7 on Schedule I attached hereto. After the Pool Cutoff Date for the Company, a second Portfolio Company shall be formed, which shall continue to acquire, develop, redevelop/reposition, operate, manage, lease and sell or otherwise dispose of student housing properties pursuant to the terms of an operating agreement in the form of this Agreement. The second Portfolio Company shall continue to commence construction of student housing properties until the Pool Cutoff Date for the second Portfolio Company. The Members hereby agree that subject to satisfaction of the Funding Conditions for each Property (including, without limitation, the Parties Approval by HSRE of the construction schedule for such Property), the pool of Properties to be held by the second Portfolio Company shall include those Properties set forth on lines 8 through 10 on Schedule I attached hereto and any other Properties Approved by the Executive Committee and for which the Funding Conditions have been satisfied. With respect to each Property set forth on lines 1 through 7 on Schedule I which have been acquired by the Company, in the event construction does not begin as of the target date set forth on Schedule I, such Property shall be assigned and transferred to the second Portfolio Company, unless the Members agree otherwise. After the Pool Cutoff Date for the second Portfolio Company, the Members may mutually agree to add certain Land Bank Assets to this Agreement, so as to become a Leased Property hereunder, and to execute a Master Lease for such new Leased Property in accordance herewith. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, such Party (the “Requesting Party”) will have the right to send a written notice (an “Additional Property Notice”) form subsequent Portfolio Companies pursuant to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to same provisions and processes outlined in this Agreement as a Leased Section 2.3. Each individual Property (and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested acquired by the Non-Requesting Party within five Company, or by any subsequent Portfolio Company, shall be acquired in each case by a special purpose entity that shall in turn be wholly owned by the Company or subsequent Portfolio Company, unless otherwise agreed to by the Members. Each special purpose entity shall be a limited liability company or limited partnership (5i) business days organized under the laws of the date on State of Delaware and qualified to transact business in the state in which such request the particular property is made. Upon receipt located or (ii) organized under the laws of the Additional Property Notice from the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject property, and approve or disapprove the addition of the subject property to this Agreement. If the Non-Requesting Party approves the addition of the subject property, the Parties will have an additional ninety (90) days following the date of such approval, or such longer period of time as to state in which the Parties may mutually agreeparticular property is located, to (1) collaborate and mutually agree on unless the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms use of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed an entity formed in another jurisdiction would avoid taxes that would otherwise be incurred by the Parties). If Company or the Non-Requesting Party disapproves the addition of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetysubsequent Portfolio Company.

Additional Properties. From (a) SBC agrees to, or enter into a binding agreement to, cause the partnership interests in Houma-Thibodaux that it owns indirectly through Radiofone to be owned, directly or indirectly, by one of the SBC Companies prior to the Closing, and, if such transaction cannot be consummated prior to Closing, SBC agrees to cause its Subsidiaries and Affiliates to and Newco agrees to enter into a management agreement (the "Houma-Thibodaux Management Agreement"), and SBC agrees to cause to be contributed to Newco all assets and liabilities of Houma-Thibodaux promptly upon obtaining the consent of all applicable Governmental Entities to such contribution and Newco agrees to taking such steps as shall be required to cause such contribution to occur. (b) SBC agrees to, or enter into a binding agreement to, cause the MI-5 Assets and the Hammond License to be transferred to one of the SBC Companies prior to ▇▇▇▇▇▇g, and, if such transactions cannot be consummated prior to Closing, SBC agrees to cause its Subsidiaries and Affiliates to and Newco agrees to enter into a management agreement with respect to the MI-5 Assets which cannot be contributed (the "MI-5 Management Agreement"), and SBC agrees to cause to be contributed to Newco all of the MI-5 Assets promptly upon obtaining the consent of all applicable Governmental Entities to such contribution and Newco agrees to taking such steps as shall be required to cause such contribution to occur. (c) SBC agrees to, or enter into a binding agreement to, cause prior to the closings of the transactions contemplated thereby, the Indianapolis License Assignment Agreement to be assigned to one of the SBC Companies. (d) SBC agrees to, or enter into a binding agreement to, cause the assets and liabilities relating to the Paging Services of SBC PR to be transferred to one of the SBC Companies prior to Closing, and, if such transaction cannot be consummated prior to Closing, SBC agrees to cause its Subsidiaries and Affiliates to and Newco agrees to enter into a management agreement (the "PR Management Agreement"), and SBC agrees to cause to be contributed to Newco all assets and liabilities relating to the Paging Services of SBC PR promptly upon obtaining the consent of all applicable Governmental Entities to such contribution and Newco agrees to taking such steps as shall be required to cause such contribution to occur. (e) With respect to those contributions specified in Sections 4.25(a), 4.25(b), 4.25(c) and 4.25(d) that are not contributed to a SBC Company or a Subsidiary thereof at or prior to the Closing, the calculation of the SBC Net Debt shall include the current assets (including cash and cash equivalents) of each respective contribution and the liabilities of each respective contribution as of the time of the respective contributions, calculated in accordance with GAAP consistently applied and subject to the procedures set forth in Section 2.11; provided that with respect to the assets and liabilities of the contribution referred to in Section 4.25(d), only 50% of the assets and liabilities shall be included. (f) SBC shall not be required to cause its indirect interest in FACIC to be indirectly owned by Newco at the Closing. SBC agrees that it shall cause its indirect interest in FACIC to be transferred to Newco within 90 days after the Closing. All distributions (with a record date after the Closing Date) received by SBC in respect of its indirect interest in FACIC for the period between the Closing Date and the date of such transfer (net of Taxes in respect of such distributions and any capital calls) shall be paid to Newco at the time during of the Term transfer of SBC's indirect interest in FACIC. (g) BellSouth agrees to cause to be contributed to Newco all National Marketing Shares as soon as practicable following the Closing and promptly upon obtaining the consent of all applicable Governmental Entities (after taking all steps necessary in connection with any such consent) to such contribution and Newco agrees to taking such steps as shall be required to cause such contribution to occur. BellSouth agrees to cause National Marketing to continue to operate its business in the ordinary course and to continue to provide services to the BellSouth Companies and its Subsidiaries on substantially the same terms as such services are provided immediately prior to the date hereof. BellSouth further agrees to cause National Marketing not to make any distributions prior to its contribution of National Marketing to Newco or any Subsidiary thereof. (h) In the event that the contribution specified in Section 4.25(g) is not contributed to a BellSouth Company or a Subsidiary thereof at or prior to the Closing, the calculations of the BellSouth Net Debt shall include the current assets (including cash and cash equivalents) of such contribution and the liabilities of such contribution as of the time of such contribution to Newco or its Subsidiaries calculated in accordance with GAAP consistently applied and subject to the procedures set forth in Section 2.1. (i) BellSouth agrees to cause to be contributed to Newco the 4.46% limited partnership interest in BellSouth Wireless Data, L.P., a Delaware limited partnership ("BellSouth Wireless Data"), owned by third parties (the "Minority Interest"), free of Encumbrances, as soon as reasonably practicable after Closing and in any event not later than December 31, 2001 and Newco agrees to take such steps as shall be required to cause such contribution to occur. BellSouth shall indemnify and hold Newco harmless against any distributions or other payments made in respect of the Minority Interest and any costs, expenses or other adverse consequences, including any distribution or other payments to minority partners in BLS Wireless Data, arising out of or related to the existence of the Minority Interest or the acquisition of such Minority Interest. For purposes of this Agreement, the Parties may mutually agree to add certain Land Bank Assets to this AgreementBellSouth shall be treated for all purposes (e.g., so Net Debt calculations) as to become a Leased Property hereunder, and to execute a Master Lease for such new Leased Property in accordance herewith. In the event either Party wishes to make a Land Bank Asset a Leased Property hereunder, such Party (the “Requesting Party”) will have the right to send a written notice (an “Additional Property Notice”) to the other Party (the “Non-Requesting Party”) indicating its desire to add a Land Bank Asset to this Agreement as a Leased Property (and to cause a Master Lease to be executed for such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days having contributed 100% of the date on which such request is made. Upon receipt equity interests in BLS Wireless Data as of the Additional Property Notice from the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject property, and approve or disapprove the addition of the subject property to this Agreement. If the Non-Requesting Party approves the addition of the subject property, the Parties will have an additional ninety (90) days following the date of such approval, or such longer period of time as to which the Parties may mutually agree, to (1) collaborate and mutually agree on the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetyClosing.

Additional Properties. From time (a) This Agreement has been executed concurrently with the execution of a series of five (5) other similar purchase and sale agreements (the "Related Purchase Agreements") executed by Purchaser and other affiliated entities owned, controlled, or managed by ▇▇▇▇ ▇. ▇▇▇▇ or entities owned or controlled by ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Other Sellers"). Seller and the Other Sellers under the Related Purchase Agreements have required that, except as specifically set forth in this Section to time during the Term of this Agreementcontrary, Purchaser shall have no right to acquire the Parties may mutually agree to add certain Land Bank Assets to this Agreement, so as to become a Leased Property hereunder, and to execute a Master Lease for such new Leased Property unless Purchaser has acquired the properties described in the Related Purchase Agreements in accordance herewithwith their terms. In the event either Party wishes that Purchaser exercises its right to make a Land Bank Asset a Leased Property hereunderterminate this Agreement on or before the end of the Feasibility Period, such Party (Purchaser shall be deemed to have exercised its right of termination with regard to all of the “Requesting Party”) will Related Purchase Agreements. Similarly, in the event that Purchaser exercises its right of termination on or before the end of the Feasibility Period under any of the Related Purchase Agreements, then Purchaser shall be deemed to have exercised its right of termination under terms of this Agreement. After 19 the Feasibility Period has ended, if the Purchaser has not terminated this Agreement or any of the other Related Purchase Agreements, then any provision of this Agreement giving the Purchaser or the Seller the right to send terminate (for example, as the result of condemnation) shall be independent of any other similar provision in the Related Purchase Agreements. (b) In the event that Purchaser elects to proceed with acquisition of the Property and all of the properties under the Related Purchase Agreements at the end of the Feasibility Period, then Purchaser shall have deposited a written notice total of One Million Two Hundred Thousand and No/100 Dollars ($1,200,000) in connection with this Agreement and all of the Related Purchase Agreements (the "Total Deposit"). The Total Deposit has been allocated among the properties under this Agreement and the Related Purchase Agreements pro rata based on the respective purchase prices of the properties. In Section 7.2 above, the liquidated damages amount is specified as the greater of two hundred percent (200%) of the Escrow Deposit or One Hundred Thousand and No/100 Dollars ($100,000). Notwithstanding Section 7.2, the Purchaser shall not be liable under this Agreement and all of the Related Purchase Agreements for an “Additional Property Notice”amount of liquidated damages in excess of the Total Deposit. Therefore, if Purchaser defaults under this Agreement and also defaults under one or more of the Related Purchase Agreements such that the greater of two hundred percent (200%) of the Escrow Deposit or One Hundred Thousand and No/100 Dollars ($100,000) under each of the Related Purchase Agreements that is in default would exceed the Total Deposit, then the amount of liquidated damages under this Agreement and under any of the Related Purchase Agreements in default shall be limited to the other Party (Total Deposit and the “Non-Requesting Party”) indicating its desire Total Deposit shall be divided among the Sellers entitled to add a Land Bank Asset to this Agreement as a Leased Property (and to cause a Master Lease to be executed for liquidated damages pro rata in accordance with the respective purchase prices under each such property), which Additional Property Notice will include information regarding the subject property and its leasing and/or development or redevelopment needs. The Requesting Party will further provide additional information and documentation reasonably requested by the Non-Requesting Party within five (5) business days of the date on which such request is made. Upon receipt of the Additional Property Notice from the Requesting Party, the Non-Requesting Party will have thirty (30) days to review the information provided regarding the subject property, request any additional information and documentation regarding the subject property, and approve or disapprove the addition of the subject property to this Agreement. If the Non-Requesting Party approves the addition of the subject property, the Parties will have an additional ninety (90) days following the date of such approval, or such longer period of time as to which the Parties may mutually agree, to (1) collaborate and mutually agree on the Redevelopment Plan for the subject property, and (2) mutually negotiate the terms of the Master Lease for such subject property, using the form of Standard Lease attached hereto as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (or fails to timely approve it), or if the Parties are unable to reach an agreement as to the Redevelopment Plan and/or the Master Lease terms for such property above within such ninetyagreement.