Common use of Borrowing Base Additions Clause in Contracts

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative Agent. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset, the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Campus Housing Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten fifteen (1015) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 45 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Collateral Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 45 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Collateral Deliverables and Guarantor Deliverables, and the Administrative Agent will promptly make copies of the applicable Collateral Deliverables and Guarantor Deliverables available for inspection by the Lenders, which may be via the Approved Electronic Platform. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Supermajority Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable BBA Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 45 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Supermajority Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable BBA Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Supermajority Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative Agent. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With Borrower may, from time to time, propose to add Real Property or Capital Stock as a Borrowing Base Asset, provided such Real Property or Capital Stock satisfies the Borrower’s written request to Borrowing Base Criteria at the Administrative Agent that any time such Real Property or Capital Stock would become a Borrowing Base Asset (a “Proposed Borrowing Base Asset”) ). ▇▇▇▇▇▇▇▇’s proposal to the Administrative Agent shall be added as in writing and include a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Asset Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Borrowing Base Asset Proposal Package, the Administrative Agent shall give notice to the Borrower of its determination of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) will, subject to the delivery of all applicable Deliverables and Guarantor Borrowing Base Deliverables pursuant to the following sentence sentence, satisfy the applicable Borrowing Base Criteria (any such notice comprising an approval, a “Conditional Approval Notice”); provided that (i) if the Administrative Agent does not respond to the Borrower within ten (10) Business Days after receipt of a written proposal with a complete Borrowing Base Asset Proposal Package, the Borrower may deliver a second written notice to the Administrative Agent with respect to such Proposed Borrowing Base Asset, and the Administrative Agent shall, within ten (10) Business Days after receipt of such second written notice, give notice to the Borrower of its determination of whether such Proposed Borrowing Base Asset will, subject to the delivery of all applicable Borrowing Base Deliverables pursuant to the following sentence, satisfy the applicable Borrowing Base Criteria, (ii) if the Administrative Agent does not respond to the Borrower within ten (10) Business Days after receipt of such second written notice with respect to such Proposed Borrowing Base Asset, the Borrower may deliver a third written notice to the Administrative Agent with respect to such Proposed Borrowing Base Asset, and the Administrative Agent shall, within five (5) Business Days after receipt of such third written notice, give notice to the Borrower of its determination of whether such Proposed Borrowing Base Asset will, subject to the delivery of all applicable Borrowing Base Deliverables pursuant to the following sentence, satisfy the applicable Borrowing Base Criteria and (iii) if the Administrative Agent does not respond to the Borrower within five (5) Business Days after receipt of such third written notice, a Conditional Approval Notice shall be deemed to have been issued by the Administrative Agent with respect to such Proposed Borrowing Base Asset on the sixth (6th) Business Day after the Administrative Agent’s receipt of such third written notice. Within 10 forty five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its sole cost and expense, as a condition to such Proposed Borrowing Base Asset becoming a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent and the Collateral Agent (i) all applicable Borrowing Base Deliverables and Guarantor Deliverables(ii) if such Proposed Borrowing Base Asset is a proposed Borrowing Base Mortgaged Property Asset that is managed or operated by an Affiliate of any Borrower Party, an Assignment and Subordination of Property Management Agreement executed by each Borrower Party that owns such Proposed Borrowing Base Asset and each Affiliate of a Borrower Party that manages and/or operates the applicable Proposed Borrowing Base Asset. The Borrower’s failure to deliver the same within said forty-five (45) day period shall not constitute a Potential Default or Event of Default by the Borrower; rather, until the same are delivered, such Proposed Borrowing Base Asset shall not constitute a Borrowing Base Asset. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions Criteria shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented in writing to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With Borrower may, from time to time, propose to add Real Property or Capital Stock as a Borrowing Base Asset, provided such Real Property or Capital Stock satisfies the Borrower’s written request to Borrowing Base Criteria at the Administrative Agent that any time such Real Property or Capital Stock would become a Borrowing Base Asset (a “Proposed Borrowing Base Asset”) ). Borrower’s proposal to the Administrative Agent shall be added as in writing and include a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Asset Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Borrowing Base Asset Proposal Package, the Administrative Agent shall give notice to the Borrower of its determination of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) will, subject to the delivery of all applicable Deliverables and Guarantor Borrowing Base Deliverables pursuant to the following sentence sentence, satisfy the applicable Borrowing Base Criteria (any such notice comprising an approval, a “Conditional Approval Notice”); provided that (i) if the Administrative Agent does not respond to the Borrower within ten (10) Business Days after receipt of a written proposal with a complete Borrowing Base Asset Proposal Package, the Borrower may deliver a second written notice to the Administrative Agent with respect to such Proposed Borrowing Base Asset, and the Administrative Agent shall, within ten (10) Business Days after receipt of such second written notice, give notice to the Borrower of its determination of whether such Proposed Borrowing Base Asset will, subject to the delivery of all applicable Borrowing Base Deliverables pursuant to the following sentence, satisfy the applicable Borrowing Base Criteria, (ii) if the Administrative Agent does not respond to the Borrower within ten (10) Business Days after receipt of such second written notice with respect to such Proposed Borrowing Base Asset, the Borrower may deliver a third written notice to the Administrative Agent with respect to such Proposed Borrowing Base Asset, and the Administrative Agent shall, within five (5) Business Days after receipt of such third written notice, give notice to the Borrower of its determination of whether such Proposed Borrowing Base Asset will, subject to the delivery of all applicable Borrowing Base Deliverables pursuant to the following sentence, satisfy the applicable Borrowing Base Criteria and (iii) if the Administrative Agent does not respond to the Borrower within five (5) Business Days after receipt of such third written notice, a Conditional Approval Notice shall be deemed to have been issued by the Administrative Agent with respect to such Proposed Borrowing Base Asset on the sixth (6th) Business Day after the Administrative Agent’s receipt of such third written notice. Within 10 forty five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its sole cost and expense, as a condition to such Proposed Borrowing Base Asset becoming a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent and the Collateral Agent (i) all applicable Borrowing Base Deliverables and Guarantor Deliverables(ii) if such Proposed Borrowing Base Asset is a proposed Borrowing Base Mortgaged Property Asset that is managed or operated by an Affiliate of any Borrower Party, an Assignment and Subordination of Property Management Agreement executed by each Borrower Party that owns such Proposed Borrowing Base Asset and each Affiliate of a Borrower Party that manages and/or operates the applicable Proposed Borrowing Base Asset. The Borrower’s failure to deliver the same within said forty-five (45) day period shall not constitute a Potential Default or Event of Default by the Borrower; rather, until the same are delivered, such Proposed Borrowing Base Asset shall not constitute a Borrowing Base Asset. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions Criteria shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Revolving Lenders shall have expressly consented in writing to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With Any approval of any new Borrowing Base Assets after the Borrower’s Closing Date will be in the sole discretion of Agent and Required Lenders. Borrower may provide a written request to the Administrative Agent that any a Hotel Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base AssetAsset and, in connection therewith, Borrower will deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) 25 Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give written notice to the Borrower of whether the Administrative Agent and the Required Lenders have conditionally approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an a conditional approval, a “Conditional Approval Notice”). The delivery of a Conditional Approval Notice, and any such approval or disapproval will be in the sole discretion of Agent and Required Lenders. After the issuance of a Conditional Approval Notice, Borrower will be required to satisfy the conditions set forth in Schedule 2.3 and the Borrowing Base Conditions before the applicable Proposed Borrowing Base Asset is considered a Borrowing Base Asset. Failure by Agent to provide a Conditional Approval Notice within such 25 Business Days will be deemed to constitute disapproval of the Proposed Borrowing Base Asset. Within 10 45 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the sole discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without days), the approval of conditions set forth in Schedule 2.3 and the Required Lenders) or Borrowing Base Conditions must be satisfied in order for the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset, the Borrower shall, at (as determined by Agent in its expense, deliver (or cause sole discretion) to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset classified as a Borrowing Base Asset so long as the Administrative and, upon which, Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as will provide a Borrowing Base Asset notwithstanding Addition Notice to Borrower with respect to the failure to satisfy such conditionsapplicable Hotel Asset.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Real Estate Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base AssetAsset after the Closing Date, Borrower shall deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Requisite Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Collateral Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 forty five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 thirty (30) days without the approval of the Required Requisite Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II), within 10 days of providing a complete BBA Proposal Package for such Asset, the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Collateral Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Requisite Lenders shall have expressly consented in writing to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. ><. With the Borrower’s written request to the Administrative Agent and the PNC Agent that any Asset Property (a “Proposed Borrowing Base AssetProperty”) be added as a Borrowing Base AssetProperty, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent and the PNC Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset Property to the extent not previously provided to the Administrative AgentAgent and the PNC Agent (and the Administrative Agent shall promptly provide the BBA Proposal Package to the Lenders). Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Requisite Lenders (and the PNC Agent and the “Requisite Lenders” under the PNC Bank Loan Agreement) have approved such Proposed Borrowing Base Asset Property as a Borrowing Base Asset Property (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets Properties listed on Part B Schedule BBP as of Schedule IIthe Amendment Effective Date) subject to the delivery of all applicable Collateral Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 forty-five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 thirty (30) days without the approval of the Required Requisite Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Collateral Agent, the Administrative Agent and the PNC Agent all applicable Collateral Deliverables and Guarantor Deliverables. Upon delivery of the Collateral Deliverables and the Guarantor Deliverables with respect to a Proposed Borrowing Base Property to the reasonable satisfaction of the Administrative Agent and the PNC Agent, the Proposed Borrowing Base Property shall become a Borrowing Base Property. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset Property to comply with one or more of the Borrowing Base Conditions or the failure of the Borrower to deliver one or more of the Collateral Deliverables and the Guarantor Deliverables as required hereunder with respect to a Proposed Borrowing Base Property to the reasonable satisfaction of the Administrative Agent and the PNC Agent shall not preclude the addition of such Proposed Borrowing Base Asset Property as a Borrowing Base Asset Property so long as the Administrative Agent and the Required Requisite Lenders (and the PNC Agent and the “Requisite Lenders” under the PNC Bank Loan Agreement) shall have expressly consented to the addition of such Proposed Borrowing Base Asset Property as a Borrowing Base Asset Property notwithstanding the failure to satisfy such conditionsfailures.><

Borrowing Base Additions. With Borrower may, from time to time, propose to add Real Property or Capital Stock as a Borrowing Base Asset, provided such Real Property or Capital Stock satisfies the Borrower’s written request to Borrowing Base Criteria at the Administrative Agent that any time such Real Property or Capital Stock would become a Borrowing Base Asset (a “Proposed Borrowing Base Asset”) ). ▇▇▇▇▇▇▇▇’s proposal to the Administrative Agent shall be added as in writing and include a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Asset Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Borrowing Base Asset Proposal Package, the Administrative Agent shall give notice to the Borrower of its determination of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) will, subject to the delivery of all applicable Deliverables and Guarantor Borrowing Base Deliverables pursuant to the following sentence sentence, satisfy the applicable Borrowing Base Criteria (any such notice comprising an approval, a “Conditional Approval Notice”); provided that (i) if the Administrative Agent does not respond to the Borrower within ten (10) Business Days after receipt of a written proposal with a complete Borrowing Base Asset Proposal Package, the Borrower may deliver a second written notice to the Administrative Agent with respect to such Proposed Borrowing Base Asset, and the Administrative Agent shall, within five (5) Business Days after receipt of such second written notice, give notice to the Borrower of its determination of whether such Proposed Borrowing Base Asset will, subject to the delivery of all applicable Borrowing Base Deliverables pursuant to the following sentence, satisfy the applicable Borrowing Base Criteria and (ii) if the Administrative Agent does not respond to the Borrower within five (5) Business Days after receipt of such second written notice with respect to such Proposed Borrowing Base Asset, a Conditional Approval Notice shall be deemed to have been issued by the Administrative Agent with respect to such Proposed Borrowing Base Asset on the sixth (6th) Business Day after the Administrative Agent’s receipt of such second written notice. Within 10 forty five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its sole cost and expense, as a condition to such Proposed Borrowing Base Asset becoming a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent and the Collateral Agent (i) all applicable Borrowing Base Deliverables and Guarantor Deliverables(ii) if such Proposed Borrowing Base Asset is a proposed Borrowing Base Mortgaged Property Asset that is managed or operated by an Affiliate of any Borrower Party, an Assignment and Subordination of Property Management Agreement executed by each Borrower Party that owns such Proposed Borrowing Base Asset and each Affiliate of a Borrower Party that manages and/or operates the applicable Proposed Borrowing Base Asset. The Borrower’s failure to deliver the same within said forty-five (45) day period shall not constitute a Potential Default or Event of Default by the Borrower; rather, until the same are delivered, such Proposed Borrowing Base Asset shall not constitute a Borrowing Base Asset. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions Criteria shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented in writing to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative Agent. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Collateral Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 45 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Collateral Deliverables and Guarantor Deliverables. Notwithstanding the AMERICAS/2023134647.11 78 foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Annex A - 63 Asset to the extent not previously provided to the Administrative Agent. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Asset (a “Proposed Borrowing Base Asset”) be added as a 92 Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative Agent. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset, the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Real Estate Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, Borrower shall deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Requisite Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Collateral Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 forty five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 thirty (30) days without the approval of the Required Requisite Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II), within 10 days of providing a complete BBA Proposal Package for such Asset, the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Collateral Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Requisite Lenders shall have expressly consented in writing to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent that any Campus Housing Asset or Development Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset to the extent not previously provided to the Administrative AgentAsset. Within ten fifteen (1015) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets listed on Part B of Schedule II) subject to the delivery of all applicable Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 45 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent all applicable Deliverables and Guarantor Deliverables. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Administrative Agent and the Required Lenders shall have expressly consented to the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to satisfy such conditions.

Borrowing Base Additions. With the Borrower’s written request to the Administrative Agent and the Bank of America Agent that any Asset Property (a “Proposed Borrowing Base AssetProperty”) be added as a Borrowing Base AssetProperty, the Borrower shall deliver (or cause to be delivered) to the Administrative Agent and the Bank of America Agent, at the Borrower’s expense, a BBA Proposal Package with respect to such Proposed Borrowing Base Asset Property to the extent not previously provided to the Administrative AgentAgent and the Bank of America Agent (and the Administrative Agent shall promptly provide the BBA Proposal Package to the Lenders). Within ten (10) Business Days after receipt of a complete BBA Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Administrative Agent and the Required Requisite Lenders (and the Bank of America Agent and the “Requisite Lenders” under the Bank of America Loan Agreement) have approved such Proposed Borrowing Base Asset Property as a Borrowing Base Asset Property (provided that the approval of the Administrative Agent and the Required Lenders shall be deemed given for the Assets Properties listed on Part B Schedule BBP as of Schedule IIthe Amendment Effective Date) subject to the delivery of all applicable Collateral Deliverables and Guarantor Deliverables pursuant to the following sentence (any such notice comprising an approval, a “Conditional Approval Notice”). Within 10 forty-five (45) days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 thirty (30) days without the approval of the Required Requisite Lenders) or in the case of a Proposed Borrowing Base Asset that is listed on Part B of Schedule II, within 10 days of providing a complete BBA Proposal Package for such Asset), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Collateral Agent, the Administrative Agent and the Bank of America Agent all applicable Collateral Deliverables and Guarantor Deliverables. Upon delivery of the Collateral Deliverables and the Guarantor Deliverables with respect to a Proposed Borrowing Base Property to the reasonable satisfaction of the Administrative Agent and the Bank of America Agent, the Proposed Borrowing Base Property shall become a Borrowing Base Property. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset Property to comply with one or more of the Borrowing Base Conditions or the failure of the Borrower to deliver one or more of the Collateral Deliverables and the Guarantor Deliverables as required hereunder with respect to a Proposed Borrowing Base Property to the reasonable satisfaction of the Administrative Agent and the Bank of America Agent shall not preclude the addition of such Proposed Borrowing Base Asset Property as a Borrowing Base Asset Property so long as the Administrative Agent and the Required Requisite Lenders (and the Bank of America Agent and the “Requisite Lenders” under the Bank of America Loan Agreement) shall have expressly consented to the addition of such Proposed Borrowing Base Asset Property as a Borrowing Base Asset Property notwithstanding the failure to satisfy such conditionsfailures.