Common use of Unencumbered Pool Clause in Contracts

Unencumbered Pool. Borrower may at any time add a Qualified Unencumbered Project to the Unencumbered Pool pursuant to this Section 2.11, which process shall be initiated by delivery by Borrower to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project to be added to the Unencumbered Pool hereafter is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower and Borrower is seeking approval for the inclusion of such Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as the case may be. The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such Project to execute the Joinder Agreement, as the case may be. Upon the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool and the Administrative Agent shall so notify Borrower and the Lenders in writing. Borrower may remove a property from the Unencumbered Pool by delivery to the Administrative Agent (for distribution to the Lenders) of a written notice to that effect, accompanied by a Certificate of a Senior Officer of Borrower setting forth the revised Borrowing Base resulting from such removal, which removal shall be effective on the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from the Unencumbered Pool which at any time fails to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or the Administrative Agent pursuant to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereof.

Unencumbered Pool. Borrower may at any time add a Qualified Unencumbered Project to (a) Cause each of the Income-Producing Projects in the Unencumbered Pool pursuant to this Section 2.11, which process shall be initiated by delivery by Borrower to satisfy all of the following conditions (or notify the Administrative Agent when an Income-Producing Project no longer satisfies such conditions promptly upon obtaining knowledge thereof and within five (which the Administrative Agent shall promptly distribute to the Lenders5) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for Banking Days thereafter remove such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Income-Producing Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project to be added to from the Unencumbered Pool hereafter is not whollyin accordance with Section 2.11): (i) each of the Income-Producing Projects shall be wholly owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower (other than as specified in the definition of Qualified Unencumbered Project with respect to the Exception Projects); (ii) the Income-Producing Projects in the Unencumbered Pool shall at all times have an aggregate leasing level (on a portfolio basis) of at least eighty percent (80%) of the Net Rentable Area within such Projects, based on bona fide arm’s length tenant leases which are in full force and Borrower is seeking approval for the inclusion of such effect requiring current rental payments, which are in good standing and not in default in any material respect and whose tenants are not subject to any bankruptcy or other insolvency proceeding; (iii) no individual Income-Producing Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either may contribute to the agreement creating Borrowing Base more than 33% of the leasehold interest total amount of the Borrowing Base; (iv) if any single tenant contributes in such Project excess of 20% (or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as 25% solely in the case may be. The Administrative Agent of Human Genome Sciences, Inc. under its current lease of the HGS Borrowing Base Project) of the annual minimum rent generated by all tenants in the Income-Producing Projects in the Unencumbered Pool, such excess shall determinebe excluded from the calculation of Adjusted Unencumbered NOI and Aggregate Adjusted Current Value; and (v) Borrower shall not, in its reasonable discretionand shall not permit any Wholly-Owned Subsidiary of Borrower to, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such add any Income-Producing Project to execute the Joinder AgreementUnencumbered Pool, as or enter into any lease of space at any Income-Producing Project in the case may be. Upon Unencumbered Pool, that would cause any group of tenants in the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion Income-Producing Projects then included in the Unencumbered Pool shall be deemed added which are Affiliates to and to constitute part generate more than 20% of the annual minimum rent generated by all tenants in such Income-Producing Projects then included in the Unencumbered Pool. (b) Cause all of the Unstabilized Projects in the Unencumbered Pool and to be wholly owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower (or notify the Administrative Agent shall so notify Borrower when an Unstabilized Project no longer satisfies such condition promptly upon obtaining knowledge thereof and the Lenders in writing. Borrower may within five (5) Banking Days thereafter remove a property such Unstabilized Project from the Unencumbered Pool by delivery in accordance with Section 2.11). (c) Provide to the Administrative Agent as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.1(c) as part of the Compliance Certificate required pursuant to Section 7.2, (for distribution to i) a list of the LendersIncome-Producing Projects and the Unstabilized Projects in the Unencumbered Pool, (ii) of a written notice to that effect, accompanied by a Certificate the certification of a Senior Officer of Borrower of the Adjusted Current Values of the Income-Producing Projects and the amounts of Invested Cash with respect to the Unstabilized Projects (and the status of construction thereon), and that such Projects are in compliance with Sections 5.17(a) and (b), (iii) operating statements setting forth the revised Borrowing Base resulting from such removal, which removal shall be effective on NOI for each of the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from Income-Producing Projects in the Unencumbered Pool which at any time fails for the previous four (4) fiscal quarters (or such shorter period as the Income-Producing Project has been held by the Loan Parties if such statements are not available to continue to meet Borrower) certified as true and correct by a Senior Officer of Borrower, and (iv) a certificate that the requirements of a Qualified Unencumbered Project , as specified Income-Producing Projects and the Unstabilized Projects in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or comply in all material respects with the Administrative Agent pursuant to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty terms of Sections 4.17 and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereof4.19.

Unencumbered Pool. Borrower may at any time add a Qualified Unencumbered Project to (a) Cause each of the Income-Producing Projects in the Unencumbered Pool pursuant to this Section 2.11, which process shall be initiated by delivery by Borrower to satisfy all of the following conditions (or notify the Administrative Agent when an Income-Producing Project no longer satisfies such conditions promptly upon obtaining knowledge thereof and within five (which the Administrative Agent shall promptly distribute to the Lenders5) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for Banking Days thereafter remove such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Income-Producing Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project to be added to from the Unencumbered Pool hereafter is not whollyin accordance with Section 2.11): (i) each of the Income-Producing Projects shall be wholly owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower (other than as specified in the definition of Qualified Unencumbered Project with respect to the Exception Projects); (ii) the Income-Producing Projects in the Unencumbered Pool shall at all times have an aggregate leasing and Borrower occupancy level (on a portfolio basis) of at least eighty five percent (85%) of the Net Rentable Area within such Projects, based on bona fide arm's length tenant leases which are in full force and effect requiring current rental payments, which are in good standing and not in default in any material respect and whose tenants are not subject to any bankruptcy or other insolvency proceeding and with respect to which the tenant is seeking approval in occupancy of the leased premises ("Currently Effective Leases"); and no individual Income-Producing Project may be less than 50% leased and occupied pursuant to Currently Effective Leases (other than (i) the Kendall Square A Project, which shall not be subject to such restrict▇▇▇ ▇▇ to occupancy while such Project is leased to Vertex Pharmaceuticals, Incorporated ("Vertex") under its current lease agreements at such Project , but shall become subject to such occupancy restriction if such Vertex leases are terminated and (ii) the Project known as "201 Industrial Road" (which is being prepared for occupancy by the inclusion tenant thereof as of the Closing Date), which shall not be subject to such restriction as to occupancy until December 31, 2005, and provided in both cases that such Projects must comply at all times with such 50% requirement as to leasing); (iii) no individual Income-Producing Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as the case may be. The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such Project contribute to execute the Joinder Agreement, as the case may be. Upon the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool and the Administrative Agent shall so notify Borrower and the Lenders in writing. Borrower may remove a property from the Unencumbered Pool by delivery to the Administrative Agent (for distribution to the Lenders) of a written notice to that effect, accompanied by a Certificate of a Senior Officer of Borrower setting forth the revised Borrowing Base resulting from such removal, which removal shall be effective on the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from the Unencumbered Pool which at any time fails to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result more than 33% of such reduction in the total amount of the Borrowing Base. Upon ; (iv) if any removal single tenant contributes in excess of a Project from 20% (or 23% solely in the Unencumbered Pool case of Vertex under its current leases) of the annual minimum rent generated by Borrower or the Administrative Agent pursuant to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereof.tenants in the

Unencumbered Pool. (a) The Borrower may and its Subsidiaries will at all times own a pool (the “Unencumbered Pool”) of assets consisting of Eligible Qualified Properties. The Eligible Qualified Properties in the Unencumbered Pool must have the following characteristics: (i) be completed income producing Retail Property, Industrial Property, Office Buildings or Multifamily Residential Property; and (ii) the Occupancy Level in the aggregate must be over eighty percent (80%) at all times. (b) As of the Effective Date, the real property assets included in the Unencumbered Pool are listed on Schedule 5.11 attached hereto. (c) Eligible Qualified Properties can be added and removed from the Unencumbered Pool at any time provided that at any time at least four (4) Eligible Qualified Properties remain in the Unencumbered Pool, no Default or Event of Default would occur as a result of removing a property from the Unencumbered Pool, and all of the Lenders and the Administrative Agent accept the properties to be included in the Unencumbered Pool at any time where there are six or less properties in the Unencumbered Pool, and the Administrative Agent accepts the properties to be included in the Unencumbered Pool at any time there are already more than six properties in the Unencumbered Pool. Each owner of Eligible Qualified Properties in the Unencumbered Pool must execute a Guaranty and become a Guarantor in accordance with this Agreement. Upon the removal of a property from the Unencumbered Pool, the Guaranty by the owner of such property shall be released, unless such Guaranty is required by Section 5.12. (d) When the Borrower wants to add a Eligible Qualified Unencumbered Project Properties to the Unencumbered Pool (such newly added property, the “Potential Unencumbered Property”), the Borrower shall notify the Administrative Agent of same in writing and such notice shall include a certificate of a Financial Officer of the Borrower describing such addition, together with a statement of (i) the Value of such Potential Unencumbered Property, and (ii) the same information that the Borrower would be required to include in a Compliance Certificate delivered pursuant to this Section 2.115.01(c), which process shall together with a certification that, after giving effect to such addition, the Borrower will be initiated by delivery by Borrower in compliance with each of the covenants contained in Section 5.10 on a pro forma basis based upon the most recent financial statements delivered to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project to be added to the Unencumbered Pool hereafter is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower and Borrower is seeking approval for the inclusion of such Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such ProjectAgent, together with any related resolutions and consents, as the case may be. all supporting calculations. (e) The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such Project to execute the Joinder Agreement, as the case may be. Upon the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool and the Administrative Agent shall so notify Borrower and the Lenders in writing. Borrower may voluntarily remove a any property from the Unencumbered Pool by delivery delivering to the Administrative Agent Agent, no later than ten (for distribution 10) Business Days prior to the Lendersdate on which such removal is to be effected, (i) a certificate of a written notice to that effect, accompanied by a Certificate of a Senior Financial Officer of the Borrower setting forth describing such removal, together with a statement (A) that no Default or Event of Default then exists or would, upon the revised Borrowing Base resulting occurrence of such event or with the passage of time, result from such removal, which removal shall be effective on (B) identifying the third property being removed, and (3rdC) day after of the date Value of such notice. The Administrative Agent mayproperty being removed, and (ii) a pro forma Compliance Certificate described in Section 5.01(c) demonstrating, upon five (5) Banking Days’ notice giving effect to Borrowersuch removal, remove any Project from compliance with the Unencumbered Pool which at any time fails covenants contained in Section 5.10 on a pro forma basis based upon the most recent financial statements delivered to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or the Administrative Agent pursuant to this Section 2.11Agent, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereoftogether with supporting calculations.

Unencumbered Pool. (a) The Borrower and its Subsidiaries and the REIT and its Subsidiaries will at all times own a pool (the “Unencumbered Pool”) of assets consisting of Eligible Qualified Properties. The Eligible Qualified Properties in the Unencumbered Pool must have the following characteristics: (i) be completed income producing Retail Property, Industrial Property, Office Buildings, Multifamily Residential Property or the Summit Development Property, provided that no International Real Property may be included in the Unencumbered Pool; and (ii) the Occupancy Level in the aggregate (not including the Summit Development Property) must be over eighty percent (80%) at all times. (b) As of the Effective Date, the real property assets included in the Unencumbered Pool are listed on Schedule 5.11 attached hereto. (c) Eligible Qualified Properties can be added and removed from the Unencumbered Pool at any time add a provided that at (i) any time at least four (4) Eligible Qualified Unencumbered Project to Properties remain in the Unencumbered Pool pursuant to this Section 2.11Pool, which process shall be initiated by delivery by Borrower will reduce to at least three (3) Eligible Qualified Properties if (x) each of the ratio of Indebtedness to Total Asset Value and the Unencumbered Value Ratio are 45% or less and (y) Summit is one of the three (3) Eligible Qualified Properties in the Unencumbered Pool, (ii) no Default or Event of Default would occur as a result of removing a property from the Unencumbered Pool, and (iii) the Administrative Agent (which accepts the Administrative Agent shall promptly distribute to the Lenders) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project properties to be added to the Unencumbered Pool hereafter is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary Pool. Each owner of Borrower and Borrower is seeking approval for the inclusion of such Project Eligible Qualified Properties in the Unencumbered Pool as an Exception Projectmust execute a Guaranty and become a Guarantor in accordance with this Agreement. Upon the removal of a property from the Unencumbered Pool, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as the case may be. The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize Guaranty by the owner of such Project property shall be released, unless such Guaranty is required by Section 5.12. (d) When the Borrower wants to execute the Joinder Agreement, as the case may be. Upon the satisfaction of all criteria specified in this Agreement, such add Eligible Qualified Unencumbered Project presented by Borrower for inclusion in Properties to the Unencumbered Pool (such newly added property, the “Potential Unencumbered Property”), the Borrower shall be deemed added to and to constitute part of the Unencumbered Pool and notify the Administrative Agent of same in writing and such notice shall so notify include a certificate of a Financial Officer of the Borrower describing such addition, together with a statement of (i) the Value of such Potential Unencumbered Property, and (ii) the Lenders same information that the Borrower would be required to include in writing. a Compliance Certificate delivered pursuant to Section 5.01(c), together with a certification that, after giving effect to such addition, the Borrower will be in compliance with each of the covenants contained in Section 5.10 on a pro forma basis based upon the most recent financial statements delivered to the Administrative Agent, together with all supporting calculations. (e) The Borrower may voluntarily remove a any property from the Unencumbered Pool by delivery delivering to the Administrative Agent Agent, no later than ten (for distribution 10) Business Days prior to the Lendersdate on which such removal is to be effected, (i) a certificate of a written notice to that effect, accompanied by a Certificate of a Senior Financial Officer of the Borrower setting forth describing such removal, together with a statement (A) that no Default or Event of Default then exists or would, upon the revised Borrowing Base resulting occurrence of such event or with the passage of time, result from such removal, which removal shall be effective on (B) identifying the third property being removed, and (3rdC) day after of the date Value of such notice. The Administrative Agent mayproperty being removed, and (ii) a pro forma Compliance Certificate described in Section 5.01(c) demonstrating, upon five (5) Banking Days’ notice giving effect to Borrowersuch removal, remove any Project from compliance with the Unencumbered Pool which at any time fails covenants contained in Section 5.10 on a pro forma basis based upon the most recent financial statements delivered to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or the Administrative Agent pursuant Agent, together with supporting calculations. (i) Section 6.01 is hereby amended in its entirety to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereof.read as follows:

Unencumbered Pool. Borrower may at any time add a Qualified Unencumbered Project to the Unencumbered Pool pursuant to this Section 2.11, which process shall be initiated by delivery by Borrower to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersBanks) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for the next twelve (12) months, a rent roll for such Projectdescription of all tenants and leases with respect thereto, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Project which provides that there are no recognized environmental conditions thereon that require further action, and other written materials reasonably requested by the Administrative Agent. If any such Project to be added to the Unencumbered Pool hereafter is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower and Borrower is seeking approval for the inclusion of such Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as the case may be. The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such Project to execute the Joinder Agreement, as the case may be. Upon Notwithstanding the satisfaction of all other criteria specified in this Agreement, such no Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool until such time as the Administrative Agent shall have determined that such property meets all the requirements of a Qualified Unencumbered Project under this Agreement (or any such requirements shall have been waived in writing by the Requisite Banks), and the Requisite Banks shall have approved in their reasonable discretion the inclusion of such Qualified Unencumbered Project in the Unencumbered Pool, and the Administrative Agent shall so notify notifies Borrower and the Lenders Banks in writing. Borrower may remove a property from the Unencumbered Pool by delivery to the Administrative Agent (for distribution to the LendersBanks) of a written notice to that effect, accompanied by a Certificate of a Senior Officer of Borrower setting forth the revised Borrowing Base resulting from such removal, which removal shall be effective on the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from the Unencumbered Pool which at any time fails to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or the Administrative Agent pursuant to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the LendersBanks, a written acknowledgement thereof.

Unencumbered Pool. Borrower may at any time add a Qualified Unencumbered Project to the Unencumbered Pool pursuant to this Section 2.11, which process shall be initiated by delivery by Borrower to the Administrative Agent (which the Administrative Agent shall promptly distribute to the LendersBanks) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for the next twelve (12) months, a rent roll for such Projectdescription of all tenants and leases with respect thereto, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Project which provides that there are no recognized environmental conditions thereon that require further action, and other written materials reasonably requested by the Administrative Agent. If any such Project to be added to the Unencumbered Pool hereafter is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower and Borrower is seeking approval for the inclusion of such Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as the case may be. The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such Project to execute the Joinder Agreement, as the case may be. Upon Notwithstanding the satisfaction of all other criteria specified in this Agreement, such no Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool until such time as the Administrative Agent shall have determined that such property meets all the requirements of a Qualified Unencumbered Project under this Agreement (or any such requirements shall have been waived in writing by the Requisite Banks), and the Requisite Banks shall have approved in their reasonable discretion the inclusion of such Qualified Unencumbered Project in the Unencumbered Pool, and the Administrative Agent shall so notify notifies Borrower and the Lenders Banks in writing. Borrower may remove a property from the Unencumbered Pool by delivery to the Administrative Agent (for distribution to the LendersBanks) of a written notice to that effect, accompanied by a Certificate of a Senior Officer of Borrower setting forth the revised Borrowing Base resulting from such removal, which removal shall be effective on the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ ' notice to Borrower, remove any Project from the Unencumbered Pool which at any time fails to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or the Administrative Agent pursuant to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the LendersBanks, a written acknowledgement thereof.

Unencumbered Pool. Borrower may at any time add a Qualified Unencumbered Project to (a) Cause each of the Income-Producing Projects in the Unencumbered Pool pursuant to this Section 2.11, which process shall be initiated by delivery by Borrower to satisfy all of the following conditions (or notify the Administrative Agent when an Income-Producing Project no longer satisfies such conditions promptly upon obtaining knowledge thereof and within five (which the Administrative Agent shall promptly distribute to the Lenders5) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for Banking Days thereafter remove such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Income-Producing Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project to be added to from the Unencumbered Pool hereafter is not whollyin accordance with Section 2.11): (i) each of the Income-Producing Projects shall be wholly owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower (other than as specified in the definition of Qualified Unencumbered Project with respect to the Exception Projects); (ii) the Income-Producing Projects in the Unencumbered Pool shall at all times have an aggregate leasing and Borrower occupancy level (on a portfolio basis) of at least eighty five percent (85%) of the Net Rentable Area within such Projects, based on bona fide arm’s length tenant leases which are in full force and effect requiring current rental payments, which are in good standing and not in default in any material respect and whose tenants are not subject to any bankruptcy or other insolvency proceeding and with respect to which the tenant is seeking approval for in occupancy of the inclusion of such leased premises (“Currently Effective Leases”); and no individual Income-Producing Project may be less than 50% leased pursuant to Currently Effective Leases; (iii) no individual Income-Producing Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either may contribute to the agreement creating Borrowing Base more than 33% of the leasehold interest total amount of the Borrowing Base; (iv) if any single tenant contributes in such Project excess of 20% (or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as 25% solely in the case may be. The Administrative Agent of Human Genome Sciences, Inc. under its current lease of the HGS Borrowing Base Project) of the annual minimum rent generated by all tenants in the Income-Producing Projects in the Unencumbered Pool, such excess shall determinebe excluded from the calculation of Adjusted Unencumbered NOI and Adjusted Aggregate Current Value; and (v) Borrower shall not, in its reasonable discretionand shall not permit any Wholly-Owned Subsidiary of Borrower to, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such add any Income-Producing Project to execute the Joinder AgreementUnencumbered Pool, as or enter into any lease of space at any Income-Producing Project in the case may be. Upon Unencumbered Pool, that would cause any group of tenants in the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion Income-Producing Projects then included in the Unencumbered Pool shall be deemed added which are Affiliates to and to constitute part generate more than 20% of the annual minimum rent generated by all tenants in such Income-Producing Projects then included in the Unencumbered Pool. (b) Cause all of the Unstabilized Projects in the Unencumbered Pool and to satisfy all of the following conditions (or notify the Administrative Agent shall so notify Borrower when an Unstabilized Project no longer satisfies such conditions promptly upon obtaining knowledge thereof and the Lenders in writing. Borrower may within five (5) Banking Days thereafter remove a property such Unstabilized Project from the Unencumbered Pool in accordance with Section 2.11): (i) each of the Unstabilized Projects shall be wholly owned in fee simple by delivery Borrower or a Wholly-Owned Subsidiary of Borrower; and (ii) each of the Unstabilized Projects in the Unencumbered Pool must be at least 50% pre-leased pursuant to bona fide arm’s length tenant leases which are not in default and whose tenants are not subject to any bankruptcy or other insolvency proceeding and which shall require rent to commence (after a free rent period of not to exceed six (6) months) upon the completion of the Life Sciences Building(s) to be constructed on such Unstabilized Project. (c) Provide to the Administrative Agent as of the Closing Date and concurrently with the delivery of the financial statements described in Section 7.1(c) as part of the Compliance Certificate required pursuant to Section 7.2, (for distribution to i) a list of the LendersIncome-Producing Projects and the Unstabilized Projects in the Unencumbered Pool, (ii) of a written notice to that effect, accompanied by a Certificate the certification of a Senior Officer of Borrower of the Adjusted Current Values of the Income-Producing Projects and the amounts of Invested Cash with respect to the Unstabilized Projects (and the status of construction thereon), and that such Projects are in compliance with Sections 5.17(a) and (b), (iii) operating statements setting forth the revised Borrowing Base resulting from such removal, which removal shall be effective on NOI for each of the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from Income-Producing Projects in the Unencumbered Pool which at any time fails for the previous four (4) fiscal quarters (or such shorter period as the Income-Producing Project has been held by the Loan Parties if such statements are not available to continue to meet Borrower) certified as true and correct by a Senior Officer of Borrower, and (iv) a certificate that the requirements of a Qualified Unencumbered Project , as specified Income-Producing Projects and the Unstabilized Projects in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or comply in all material respects with the Administrative Agent pursuant to this Section 2.11, the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty terms of Sections 4.17 and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereof4.19.