Common use of Property Pool Clause in Contracts

Property Pool. (a) The Borrower (or a Subsidiary of the Borrower if the conditions in clause (c) below are satisfied) will at all times own fee simple title to a pool (the “Pool”) of Real Property that is not subject to any Lien other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (i) the Borrower must provide the Agent with written confirmation that it has received from third party independent environmental consultants, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such properties, and (ii) the Property is not subject to or affected by any Limiting Agreement. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a Subsidiary, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of the Partial Subsidiary Real Estate, and (z) the Borrower controls the right to sell, encumber or refinance the Partial Subsidiary Real Estate;

Property Pool. (a) The Borrower (or a Subsidiary of the Borrower if the conditions in clause (c) below are satisfied) will at all times own fee simple title to a ---------- pool (the “"Pool”") of Real Property that is not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “"Pool Real Estate”") and except as permitted by Section 6.5 with an aggregate Pool Value of at Table of Contents least one hundred sixtyseventy-seven five percent (167175%) of the Borrower’s 's Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (i) each individual income producing property in the Pool must have an occupancy level of at least eighty percent (80%), where such occupancy level is the average of the actual occupancy level for the immediately preceding three (3) months, and (ii) the Borrower must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such properties, and (ii) the Property is not subject to or affected by any Limiting Agreement. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, acquisition and land not improved for multifamily use, use is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other nonis seven and one-primary uses which are incidental to the residential use, such as retail or office) is ten half percent (107-1/2%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a Subsidiary, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“"Partial Subsidiary Real Estate”") to be used in the calculation in clauses ------- (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by --- --- ----------- --- the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half fifteen percent (17-1/215%) of the Pool Value after adding the effect of the Partial Subsidiary Real Estate, and (z) the Borrower controls the right to sell, encumber or refinance the Partial Subsidiary Real Estate;; and (ii) the owner of the Pool Real Estate (1) either (x) executes a Guaranty and delivers it to the Agent, together with such Subsidiary's Organizational Documents and current certificates of existence and good standing for the state in which it is organized and such Guaranty must remain in full force and effect, or (y) if such Subsidiary is not wholly owned by the Borrower, has no Indebtedness other than Non-recourse Debt, and other than Indebtedness to the Borrower subordinated to the Indebtedness incurred under this Agreement on terms satisfactory to the Agent; and (2) would not at any time be in default of Sections 7.1(g), (h), --------------- --- (i), (j), or (k), if said subsections were applicable to said owner. --- --- ---

Property Pool. (a) The Borrower (or a Subsidiary of will and, subject to Section 5.15(b), the Borrower if the conditions in clause (c) below are satisfied) will Borrower's Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “"Pool”") of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) such that the total amount of the Borrower’s 's Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than sixty percent (60%) of such Value. Such Pool shall have the following characteristics: : (i) assets in the Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building; (ii) the Borrower must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and (iiiii) the Property is not subject to or affected by any Limiting Agreement, and (iv) the Occupancy Level of the Pool in the aggregate must be at least eighty percent (80%), provided that, in order to meet such eighty percent (80%) requirement, the Borrower may designate one (1) or more Properties to be excluded from the Pool for a period of time to be determined by the Borrower, so long as any such Property so designated will also be excluded in the calculation of Value during such period of time. Borrower will provide written notice to the Agent of each Property so designated and will also provide written notice to the Agent when such Property shall once again be included in such calculations, with each such written notice to be effective upon Agent's receipt thereof. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate properties acquired after the date of this Agreement. If Super-Majority Lenders determine the Agent determines that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can If any Property to be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of included in the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a SubsidiarySubsidiary of Borrower, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate Property is either (1A) a wholly owned Subsidiary of the Borrower or (2B) if not a wholly owned Subsidiary, then (x1) the value Value of the Pool Real Estate Property owned by such Subsidiary (“"Partial Subsidiary Real Estate”") to be used in the calculation in clauses clause (a) and (b) above shall be as provided in clauses clause (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, and (y2) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of Borrower controls all major decisions regarding the Partial Subsidiary Real Estate, and (z) the Borrower controls including the right to sell, encumber sell or refinance the Partial Subsidiary Real Estate;; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary's Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.

Property Pool. (a) The Borrower (or a Subsidiary of Company will and, subject to Section 9.8(b), the Borrower if the conditions in clause (c) below are satisfied) will Company’s Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “Pool”) of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) such that the total amount of the BorrowerCompany’s Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than 60% of such Value. The Pool shall have the following characteristics: : (i) assets in the Borrower Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building, (ii) the Company must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and (iiiii) no Property in the Pool shall be owned by the Parent, the Operating Partnership or a Subsidiary which has a provision in its Organizational Documents which has or may have the effect of prohibiting or limiting the Parent’s, the Operating Partnership’s or the Subsidiary’s ability to sell, transfer or convey such Property, and (iv) the Occupancy Level of the Pool in the aggregate must be at least 80%, provided that, in order to meet such 80% requirement, the Company may designate one or more Properties to be excluded from the Pool for a period of time to be determined by the Company, so long as any such Property is not subject so designated will also be excluded in the calculation of Value during such period of time. The Company will provide written notice to or affected by any Limiting Agreementeach holder of each Property so designated and will also provide written notice to each holder when such Property shall once again be included in such calculations, with each such written notice to be effective upon each holder’s receipt thereof. If requested by the Agenta holder, the Borrower Company will provide to the Agent such holder written assessments from third party independent environmental consultants for all Pool Real Estate Properties acquired after the date of this Agreement. If Super-Majority Lenders the Required Holders determine that there are material environmental conditions existing on or risks to such propertiesProperties, the properties Properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a Subsidiary, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of the Partial Subsidiary Real Estate, and (z) the Borrower controls the right to sell, encumber or refinance the Partial Subsidiary Real Estate;

Property Pool. (a) The Borrower (or a Subsidiary of will and, subject to Section 5.15(b), the Borrower if the conditions in clause (c) below are satisfied) will Borrower's Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “"Pool”") of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%calculated based on the immediately preceding six (6) calendar months and annualized) such that the total amount of the Borrower’s 's Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than sixty percent (60%) of such Value. Such Pool shall have the following characteristics: : (i) assets in the Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building; (ii) the Borrower must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and (iiiii) the Property is not subject to or affected by any Limiting Agreement, and (iv) the Occupancy Level of the Pool in the aggregate must be at least eighty percent (80%). If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate properties acquired after the date of this Agreement. If Super-Majority Lenders determine the Agent determines that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can If any Property to be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of included in the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a SubsidiarySubsidiary of Borrower, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate Property is either (1A) a wholly owned Subsidiary of the Borrower or (2B) if not a wholly owned Subsidiary, then (x1) the value Value of the Pool Real Estate Property owned by such Subsidiary (“"Partial Subsidiary Real Estate”") to be used in the calculation in clauses clause (a) and (b) above shall be as provided in clauses clause (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, and (y2) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of Borrower controls all major decisions regarding the Partial Subsidiary Real Estate, and (z) the Borrower controls including the right to sell, encumber sell or refinance the Partial Subsidiary Real Estate;; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to the Agent, together with such Subsidiary's Organizational Documents and current certificates of existence and good standing for the state in which it is organized, and such Guaranty must remain in full force and effect, and (B) would not at any time be in default of Sections 7.1 (f), (g), (h), (i) or (j), if said subsections were applicable to said owner. (c) If the Borrower requests inclusion of assets in the Pool that do not meet the requirements of this Section 5.15, then such assets may only be included in the Pool upon the prior written approval of the Majority Lenders.

Property Pool. (a) The Borrower (or a Subsidiary of the Borrower if the conditions in clause (c) below are satisfied) will at all times own fee simple title to a pool (the “Pool”) of Real Property that is not subject to any Lien other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (i) the Borrower must provide the Agent with written confirmation that it has received from third party independent environmental consultants, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such properties, and (ii) the Property is not subject to or affected by any Limiting AgreementAgreement except as permitted by Section 6.5. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development for multifamily use or planned for commencement of development for multifamily use within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty twenty-five percent (2025%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a Subsidiary, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of the Partial Subsidiary Real Estate, and (z) the Borrower controls the right to sell, encumber or refinance the Partial Subsidiary Real Estate; (ii) the owner of the Pool Real Estate (1) either (x) executes a Guaranty and delivers it to the Agent, together with such Subsidiary’s Organizational Documents and current certificates of existence and good standing for the state in which it is organized and such Guaranty must remain in full force and effect, or (y) if such Subsidiary is not wholly owned by the Borrower, has no Indebtedness other than Non-recourse Debt, and other than Indebtedness to the Borrower subordinated to the Indebtedness incurred under this Agreement on terms satisfactory to the Agent; and (2) would not at any time be in default of Sections 7.1(g), (h), (i), (j), or (k), if said subsections were applicable to said owner; and (iii) the indicia of ownership of the Subsidiary is not subject to a Lien (other than Permitted Encumbrances).

Property Pool. As of any date during the term hereof: (a) The Borrower (or a Subsidiary of the Borrower if the conditions in clause (c) below are satisfied) will at all times own fee simple title to a pool (the “Pool”) of Real Property that is not subject to any Lien other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 with must have an aggregate Pool Value of undepreciated book value, as determined in accordance with GAAP, equal to at Table of Contents least one hundred sixtyseventy-seven five percent (167175%) of the Borrower’s Indebtedness other than Secured Debt outstanding from time to timeTotal Unsecured Debt; Restatement and Amendment of Loan Agreement Dated as of November 25, with the following characteristics:1997 (i) the The Pool must consist of multi-family real estate projects for which Borrower must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, and delivered to Agent upon Agent's request, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such propertiesproperties provided, andhowever, that Agent shall have given Borrower thirty (30) days' prior written notice identifying any project Agent determines must be excluded from the Pool due to a material environmental condition before such exclusion shall become effective; (ii) the Property is not subject to or affected by any Limiting Agreement. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less No more than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a Subsidiary, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen seven and one-half percent (17-1/27.5%) of the Pool Value after adding the effect aggregate undepreciated book value of the Partial Subsidiary Real EstatePool (as determined in accordance with GAAP) may consist of multi-family projects under construction ("Development Projects); and (iii) The Pool must have no more than an aggregate of $200,000.00 in Liens described in subsection (ix) of the definition of the term Permitted Liens" set forth in Article 2, provided, however, that in the event the Pool has more than an aggregate of $200,000.00 in said Liens, Borrower shall designate in writing to Agent which project or projects with said Liens shall be excluded from the Pool so that this requirement is once again satisfied, and further provided, that such exclusion shall terminate automatically upon reduction of said Liens below an aggregate of $200,000.00; (zc) The Property in the Borrower controls Pool other than the right to sellDevelopment Projects must have an aggregate occupancy level based on bona fide tenant leases requiring current rent payments of at least eighty-five percent (85%), encumber or refinance where the Partial Subsidiary Real Estate;occupancy level is the average of the occupancy level for each of the immediately preceding three (3) months; and (d) The Total Unsecured Debt must not exceed the maximum hypothetical loan amount on which the Target Monthly Amortization (as such term is hereinafter defined) can be calculated with the result that Pool NOI (as such term is hereinafter defined) for the preceding 90-day period would not be less than one hundred fifty percent (150%) of the aggregate Target Monthly Amortization for such period. As used herein:

Property Pool. (a) The Borrower (or a Subsidiary of Company will and, subject to Section 9.8(b), the Borrower if the conditions in clause (c) below are satisfied) will Company’s Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “Pool”) of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) such that the total amount of the BorrowerCompany’s Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than 60% of such Value. The Pool shall have the following characteristics: : (i) assets in the Borrower Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building, (ii) the Company must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and and (iiiii) no Property in the Property is not subject Pool shall be owned by the Parent, the Operating Partnership or a Subsidiary which has a provision in its Organizational Documents which has or may have the effect of prohibiting or limiting the Parent’s, the Operating Partnership’s or the Subsidiary’s ability to sell, transfer or affected by any Limiting Agreementconvey such Property. If requested by the Agenta holder, the Borrower Company will provide to the Agent such holder written assessments from third party independent environmental consultants for all Pool Real Estate Properties acquired after the date of this AgreementExecution Date. If Super-Majority Lenders the Required Holders determine that there are material environmental conditions existing on or risks to such propertiesProperties, the properties Properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can If any Property to be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of included in the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a SubsidiarySubsidiary of the Company, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate Property is either (1A) a wholly owned Wholly-Owned Subsidiary of the Borrower Company or (2B) if not a wholly owned Wholly-Owned Subsidiary, then (x1) the value Value of the Pool Real Estate Property owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses clause (a) and (b) above shall be as provided in clauses clause (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the BorrowerCompany, and (y2) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of Company controls all major decisions regarding the Partial Subsidiary Real Estate, and (z) the Borrower controls including the right to sell, encumber sell or refinance the Partial Subsidiary Real Estate;; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to each holder of a Note, and otherwise meets the requirements of Section 9.7(a), and such Guaranty remains in full force and effect, and (B) would not at any time be in default under Section 11(f), (g), or (k), if said subsections were applicable to said owner. (c) If the Company requests inclusion of assets in the Pool that do not meet the requirements of this Section 9.8, then such assets may only be included in the Pool upon the prior written approval of the Required Holders.

Property Pool. (a) The Borrower (or a Subsidiary of will and, subject to Section 5.15(b), the Borrower if the conditions in clause (c) below are satisfied) will Borrower's Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “"Pool”") of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%calculated based on the immediately preceding six (6) calendar months and annualized) such that the total amount of the Borrower’s 's Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than sixty percent (60%) of such Value. Such Pool shall have the following characteristics: : (i) assets in the Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Corporate Center Office Building in Los Angeles, California, will xxx xx xxxxxxxx xxxx xxx Xxxx xxxxxxx xx xx xxx xx Xxxxxxxxxl Building; (ii) the Borrower must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and (iiiii) the Property is not subject to or affected by any Limiting Agreement, and (iv) the Occupancy Level of the Pool in the aggregate must be at least eighty percent (80%). If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate properties acquired after the date of this Agreement. If Super-Majority Lenders determine the Agent determines that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can If any Property to be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of included in the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a SubsidiarySubsidiary of Borrower, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate Property is either (1A) a wholly owned Subsidiary of the Borrower or (2B) if not a wholly owned Subsidiary, then (x1) the value Value of the Pool Real Estate Property owned by such Subsidiary (“"Partial Subsidiary Real Estate”") to be used in the calculation in clauses clause (a) and (b) above shall be as provided in clauses clause (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of the Partial Subsidiary Real Estate, and (z) the Borrower controls the right to sell, encumber or refinance the Partial Subsidiary Real Estate;,

Property Pool. As of any date during the term hereof: (a) The Borrower (or a Subsidiary of the Borrower if the conditions in clause (c) below are satisfied) will at all times own fee simple title to a pool (the “Pool”) of Real Property that is not subject to any Lien other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 with must have an aggregate Pool Value of undepreciated book value, as determined in accordance with GAAP, equal to at Table of Contents least one hundred sixtyseventy-seven five percent (167175%) of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics:Total Unsecured Debt; (i) the The Pool must consist of multi-family real estate projects for which Borrower must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, and delivered to Agent upon Agent's request, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such propertiesproperties provided, andhowever, that Agent shall have given Borrower thirty (30) days' prior written notice identifying any project Agent determines must be excluded from the Pool due to a material environmental condition before such exclusion shall become effective; (ii) the Property is not subject to or affected by any Limiting Agreement. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less No more than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a Subsidiary, then it may be included in the Pool only if: (i) the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen seven and one-half percent (17-1/27.5%) of the Pool Value after adding the effect aggregate undepreciated book value of the Partial Subsidiary Real EstatePool(as determined in accordance with GAAP) may consist of multi-family projects under)construction ("Development Projects); and (iii) The Pool must have no more than an aggregate of $200,000.00 in Liens described in subsection (ix) of the definition of the term "Permitted Liens" set forth in Article 2, provided, however, that in the event the Pool has more than an aggregate of $200,000.00 in said Liens, Borrower shall designate in writing to Agent which project or projects with said Liens shall be excluded from the Pool so that this requirement is once again satisfied, and further provided, that such exclusion shall terminate automatically upon reduction of said Liens below an aggregate of $200,000.00; (zc) The Property in the Borrower controls Pool other than the right to sellDevelopment Projects must have an aggregate occupancy level based on bona fide tenant leases requiring current rent payments of at least eighty-five percent (85%), encumber or refinance where the Partial Subsidiary Real Estate;occupancy level is the average of the occupancy level for each of the immediately preceding three (3) months; and (d) The Total Unsecured Debt must not exceed the maximum hypothetical loan amount on which the Target Monthly Amortization (as such term is hereinafter defined) can be calculated with the result that Pool NOI (as such term is hereinafter defined) for the preceding 90-day period would not be less than one hundred fifty percent (150%) of the aggregate Target Monthly Amortization for such period. As used herein:

Property Pool. (a) The Borrower (or a Subsidiary of Company will and, subject to Section 9.8(b), the Borrower if the conditions in clause (c) below are satisfied) will Company’s Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “Pool”) of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) such that the total amount of the BorrowerCompany’s Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than 60% of such Value. The Pool shall have the following characteristics: : (i) assets in the Borrower Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building, (ii) the Company must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and and (iiiii) no Property in the Property is not subject Pool shall be owned by the Parent, the Operating Partnership or a Subsidiary which has a provision in its Organizational Documents which has or may have the effect of prohibiting or limiting the Parent’s, the Operating Partnership’s or the Subsidiary’s ability to sell, transfer or affected by any Limiting Agreementconvey such Property. If requested by the Agenta holder, the Borrower Company will provide to the Agent such holder written assessments from third party independent environmental consultants for all Pool Real Estate Properties acquired after the date of this AgreementExecution Date. If Super-Majority Lenders the Required Holders determine that there are material environmental conditions existing on or risks to such propertiesProperties, the properties Properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any the Company requests inclusion of assets in the Pool Real Estate is owned by a Subsidiarythat do not meet the requirements of this Section 9.8, then it such assets may only be included in the Pool only if: (i) upon the owner prior written approval of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or (2) if not a wholly owned Subsidiary, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses (a) and (b) above shall be as provided in clauses (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the Borrower, (y) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of the Partial Subsidiary Real Estate, and (z) the Borrower controls the right to sell, encumber or refinance the Partial Subsidiary Real Estate;Required Holders.

Property Pool. (a) The Borrower (or a Subsidiary of Company will and, subject to Section 9.8(b), the Borrower if the conditions in clause (c) below are satisfied) will Company’s Subsidiaries will, at all times own (in fee simple title to or through an Eligible Ground Lease) a pool (the “Pool”) of Real Property assets that is are not subject to mortgaged, pledged, hypothecated, or encumbered in any Lien manner, other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 Encumbrances, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven percent (167%) such that the total amount of the BorrowerCompany’s Indebtedness other than Secured Debt outstanding from time to time, with shall never be greater than 60% of such Value. The Pool shall have the following characteristics: : (i) assets in the Borrower Pool shall be completed income producing Industrial Buildings (including properties containing multiple buildings in one industrial park), with parking sufficient to meet all Legal Requirements and consistent with market conditions that will accommodate full occupancy of the building, provided, however, that Los Angeles Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxxx xx Xxx Xxxxxxx, Xxxxxxxxxx, will not be excluded from the Pool because it is not an Industrial Building, (ii) the Company must provide the Agent with written confirmation that it has have received from third party independent environmental consultants, written assessments (including, without limitation, Phase I environmental reports) for each Pool Real Estate Property in, or to be added to, the Pool that do not disclose any material environmental conditions conditions, structural defects or title defects, or other material risks related to such propertiesProperty, and and (iiiii) no Property in the Property is not subject Pool shall be owned by the Parent, the Operating Partnership or a Subsidiary which has a provision in its Organizational Documents which has or may have the effect of prohibiting or limiting the Parent’s, the Operating Partnership’s or the Subsidiary’s ability to sell, transfer or affected by any Limiting Agreementconvey such Property. If requested by the Agenta holder, the Borrower Company will provide to the Agent such holder written assessments from third party independent environmental consultants for all Pool Real Estate Properties acquired after the date of this AgreementExecution Date. If Super-Majority Lenders the Required Holders determine that there are material environmental conditions existing on or risks to such propertiesProperties, the properties Properties will be excluded from the Pool. (b) Notwithstanding the foregoing, (i) the maximum Pool Value that can If any Property to be attributable to the Value of land not improved for multifamily use (not including land that is either under development or planned for commencement of development within three (3) years after the date of acquisition) is five percent (5%) of included in the Pool Value after adding the effect of said land, (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty percent (20%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) If any Pool Real Estate is owned by a SubsidiarySubsidiary of the Company, then it may be included in the Pool only if: : (i) the owner of the Pool Real Estate Property is either (1A) a wholly owned Wholly-Owned Subsidiary of the Borrower Company or (2B) if not a wholly owned Wholly-Owned Subsidiary, then (x1) the value Value of the Pool Real Estate Property owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses clause (a) and (b) above shall be as provided in clauses clause (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the BorrowerCompany, and (y2) the maximum Pool Value that can be attributable to Partial Subsidiary Real Estate is seventeen and one-half percent (17-1/2%) of the Pool Value after adding the effect of Company controls all major decisions regarding the Partial Subsidiary Real Estate, and (z) the Borrower controls including the right to sell, encumber sell or refinance the Partial Subsidiary Real Estate;; and (ii) the owner of the Property (A) executes a Guaranty in Proper Form and delivers it to each holder of a Note, and otherwise meets the requirements of Section 9.7(a), and such Guaranty remains in full force and effect, and (B) would not at any time be in default under Section 11(f), (g), or (k), if said subsections were applicable to said owner. (c) If the Company requests inclusion of assets in the Pool that do not meet the requirements of this Section 9.8, then such assets may only be included in the Pool upon the prior written approval of the Required Holders.

Property Pool. (a) The Borrower (or a Subsidiary of the Borrower or a Subsidiary of a QRS Entity if the conditions in clause (cb) below are satisfied) will at all times own fee simple title to a pool (the “Pool”) of Real Property that is not subject to any Lien other than Permitted Encumbrances (the “Pool Real Estate”) and except as permitted by Section 6.5 6.5, and is not subject to or affected by any Limiting Agreement except as permitted by Section 6.5, with an aggregate Pool Value of at Table of Contents least one hundred sixty-seven fifty percent (167150%) of the Borrower’s Indebtedness other than Secured Debt outstanding from time to time, with the following characteristics: (i) the Borrower must provide the Agent with written confirmation that it has received from third party independent environmental consultants, written assessments for each Pool Real Estate in, or to be added to, the Pool that do not disclose any material environmental conditions or risks related to such properties, and (ii) the Property is not subject to or affected by any Limiting Agreement. If requested by the Agent, the Borrower will provide to the Agent written assessments from third party independent environmental consultants for all Pool Real Estate acquired after the date of this Agreement. If Super-Super Majority Lenders determine that there are material environmental conditions existing on or risks to such properties, the properties will be excluded from the Pool. (b) . Notwithstanding the foregoing, (i) the maximum Pool Value that can be attributable to the Value of land not improved for multifamily use (not including land that is either under development for multifamily use or planned for commencement of development for multifamily use within three (3) years after the date of acquisition) is five percent (5%) of the Pool Value after adding the effect of said land, ; and (ii) the maximum Pool Value that can be attributable to the Value (in the aggregate) of Real Property that is under construction or development, that has not reached the Calculation Date, that has reached the Calculation Date but the Occupancy Level is less than eighty percent (80%), unimproved land that is planned for commencement of development within three (3) years after the date of acquisition, and land not improved for multifamily use, is twenty twenty-five percent (2025%) of the Pool Value after adding the effect of said Real Property and land; and (iii) the maximum Pool Value that can be attributable to the Value of improved property not used for multifamily residential use (property will be considered as multifamily residential use even if it includes other non-primary uses which are incidental to the residential use, such as retail or office) is ten percent (10%) of the Pool Value after adding the effect of said property. (c) . If any Pool Real Estate is owned by a SubsidiarySubsidiary of the Borrower or of a QRS Entity, then it may be included in the Pool only if: (i) : the owner of the Pool Real Estate is either (1) a wholly owned Subsidiary of the Borrower or of a QRS Entity or (2) if not a wholly owned SubsidiarySubsidiary of the Borrower or of a QRS Entity, then (x) the value of the Pool Real Estate owned by such Subsidiary (“Partial Subsidiary Real Estate”) to be used in the calculation in clauses clause (a) and (b) above shall be as provided in clauses clause (a) and (b) multiplied by the cumulative percentage interest of the Subsidiary legally owned by the BorrowerBorrower or such QRS Entity, as the case may be, and (y) the maximum Pool Value that can Borrower or such QRS Entity, as the case may be attributable controls the right to create a Lien on the Partial Subsidiary Real Estate is seventeen to secure the Borrower’s Indebtedness, and one-half percent (17-1/2%) of the Pool Value after adding the effect to sell, transfer or otherwise dispose of the Partial Subsidiary Real Estate; the owner of the Pool Real Estate (1) has no Indebtedness other than Non-recourse Debt, and (z) other than Indebtedness to the Borrower controls subordinated to the right Indebtedness incurred under this Agreement on terms satisfactory to sellthe Agent; and (2) would not at any time be in default of Sections 7.1(g), encumber (h), (i), (j), or refinance (k), if said subsections were applicable to said owner; and the Partial indicia of ownership of the Subsidiary Real Estate;of the Borrower (or of its owners if not a direct Subsidiary of the Borrower) or of the QRS Entity is not subject to a Lien (other than Permitted Encumbrances).