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 (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 time to time during (a) A Real Estate Asset owned by the Term of this AgreementBorrower or by a Guarantor may become an additional Mortgaged Property if (i) the Requisite Lenders, the Parties may mutually agree to add certain Land Bank Assets to this Agreementin their sole discretion, so approve such Real Estate as being eligible to become a Leased Mortgaged Property hereunderand (ii) all of the conditions set forth in Section 5.4 are satisfied with respect to such Real Estate Asset. Borrower shall provide the Agent with a notice of each proposed Additional Property describing such 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. If the Agent determines that additional information is needed to execute sufficiently describe such property, it may request a Master Lease for supplemental notice from the Borrower containing such new Leased Property in accordance herewithadditional information. In When such notice is satisfactory to the event either Party wishes to make a Land Bank Asset a Leased Property hereunderAgent, such Party (the “Requesting Party”) will have the right to it shall send a written notice (an “Additional Property Notice”) copy to each Lender and any Lender which fails to notify the other Party (the “Non-Requesting Party”) indicating Agent of 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 objection within five (5) business days Business Days after its receipt of such notice shall be deemed to have granted its approval of the date on eligibility of such Real Estate Asset to become an Additional Property. In the event that the Requisite Lenders grant such approval and all of the conditions set forth in Section 5.4 are satisfied, the Agent shall notify the Borrower and within ten (10) days thereafter the Borrower and the Company shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to the Agent a Security Deed, an Assignment of Rents and Leases and UCC-1 financing statements, which Security Documents shall be in substantially the form of the Security Documents executed and delivered herewith with such request changes as the Agent may deem desirable to address the laws of the State where the Additional Property is made. Upon receipt located or the factual circumstances of the Additional Property Notice from Property. Such Additional Properties shall be deemed to be Mortgaged Properties upon 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 recording 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 filing of such approval, or such longer period Security Documents and the Agent's receipt 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 (90) day period (or such longer period of time agreed to by the Parties), then the subject Property will not become a Leased Property hereundersatisfactory evidence thereof.

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 (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.ninety

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 ninety (90case may be) day period (or such longer period of time agreed to by the Parties), then the subject Property will not become a Leased Property hereundereach individual Co-Lender.

Additional Properties. From time to time during (a) A Real Estate Asset owned by the Term of this AgreementBorrower or by a Guarantor may become an additional Mortgaged Property if (i) the Requisite Lenders, the Parties may mutually agree to add certain Land Bank Assets to this Agreementin their sole discretion, so approve such Real Estate as being eligible to become a Leased Mortgaged Property hereunderand (ii) all of the conditions set forth in (S)5.4 are satisfied with respect to such Real Estate Asset. Borrower shall provide the Agent with a notice of each proposed Additional Property describing such 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 execute the extent available, shall cover a Master Lease for period of at least two years. If the Agent determines that additional information is needed to sufficiently describe such new Leased Property in accordance herewithproperty, it may request a supplemental notice from the Borrower containing such additional information. In When such notice is satisfactory to the event either Party wishes to make a Land Bank Asset a Leased Property hereunderAgent, such Party (the “Requesting Party”) will have the right to it shall send a written notice (an “Additional Property Notice”) copy to each Lender and any Lender which fails to notify the other Party (the “Non-Requesting Party”) indicating Agent of 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 objection within five (5) business days Business Days after its receipt of such notice shall be deemed to have granted its approval of the date on eligibility of such Real Estate Asset to become an Additional Property. The fact that any Lender has approved or is deemed to have 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 connection with the satisfaction or waiver of the conditions set forth in (S)5.4 with respect to such Real Estate Asset. In the event that the Requisite Lenders grant such approval and all of the conditions set forth in (S)5.4 are satisfied, the Agent shall notify the Borrower and within ten (10) days thereafter the Borrower and the Company shall execute and deliver an Indemnity Agreement and the Mortgagor shall execute and deliver to the Agent a Security Deed, an Assignment of Rents and Leases and UCC-1 financing statements, which Security Documents shall be in substantially the form of the Security Documents executed and delivered herewith with such request changes as the Agent may deem desirable to address the laws of the State where the Additional Property is made. Upon receipt located or the factual circumstances of the Additional Property Notice from Property. Such Additional Properties shall be deemed to be Mortgaged Properties upon 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 recording 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 filing of such approval, or such longer period Security Documents and the Agent's receipt 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 (90) day period (or such longer period of time agreed to by the Parties), then the subject Property will not become a Leased Property hereundersatisfactory evidence thereof.

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 the addition of the subject property to this Agreement. If the Subordination, Attornment and Non-Requesting Party approves Disturbance Agreements (to the addition of extent required by the subject propertyAgent in its discretion), 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 Security Documents shall be in substantially the form of Standard Lease attached hereto the Security Documents executed and delivered herewith with such reasonable changes as Exhibit A (or a Non-Standard Lease, if so agreed by the Parties). If Agent may deem desirable to address the Non-Requesting Party disapproves the addition laws 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 (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.State where the

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 (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 approvalCompany, or such longer period of time as to which the Parties may mutually agreeby any subsequent Portfolio Company, 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 shall be acquired in each case by a Non-Standard Lease, if so agreed special purpose entity that shall in turn be wholly owned by the Parties). If the Non-Requesting Party disapproves the addition of the subject property (Company or fails to timely approve it)subsequent Portfolio Company, 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 (90) day period (or such longer period of time unless otherwise agreed to by the Parties)Members. Each special purpose entity shall be a limited liability company or limited partnership (i) organized under the laws of the State of Delaware and qualified to transact business in the state in which the particular property is located or (ii) organized under the laws of the state in which the particular property is located, then unless the subject Property will not become a Leased Property hereunderuse of an entity formed in another jurisdiction would avoid taxes that would otherwise be incurred by the Company or the subsequent Portfolio Company.

Additional Properties. From time to time during after the Term of this Agreementdate hereof, 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 (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 Notice”for inclusion in the collateral pool for the Credit Facility, Borrowers shall notify Agent in writing of their desire to do so at least forty five (45) days prior to the other Party 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 more particularly set forth in Exhibit D-1 attached hereto 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. An Additional Property shall not be included in the collateral pool for the Credit Facility unless (i) all of the “Nonaforesaid terms and conditions are met to the satisfaction of Co-Requesting Party”Lenders, (ii) indicating its desire the Additional Property shall in the opinion of Co-Lenders be at least comparable in quality to add a Land Bank Asset to the Initial Properties, (iii) all of the affirmative and negative covenants and all of the representations and warranties contained in this Agreement as a Leased Property (and to cause a Master Lease the other Credit Facility Documents and all of the other terms, covenants and provisions of the Credit Facility Documents shall continue to be executed for such property), which Additional Property Notice will include information regarding complied with after 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 inclusion of the Additional Property Notice from in 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 collateral pool for the subject propertyCredit Facility, and (2iv) mutually negotiate the terms inclusion of the Master Lease Additional Property in the collateral pool for such subject propertythe Credit Facility is otherwise unanimously approved by Co-Lenders, using 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 form result of Standard Lease attached hereto as Exhibit A their decision not to accept an Additional Property for inclusion in the collateral pool for the Credit Facility. Agent shall inform Borrowers within fifteen (or a Non-Standard Lease, if so agreed 15) days after submission by the Parties). If the Non-Requesting Party disapproves the addition Borrowers of all of the subject property (or fails to timely approve it), or if the Parties are unable to reach Required Due Diligence Materials for an agreement Additional Property as to whether the Redevelopment Plan and/or Additional Property has been approved for inclusion in the Master Lease terms collateral pool for such property above within such ninety (90) day period (or such longer period of time agreed to the Credit Facility by the Parties), then the subject Property will not become a Leased Property hereunderCo-Lenders.