Common use of Financial Tests Clause in Contracts

Financial Tests. The Parent and the Borrowers shall have and maintain at all times, on a consolidated basis, tested as of the close of each calendar quarter: (a) A Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(a) so long as (i) the Borrowers completed a Material Acquisition during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum Fixed Charge Coverage Ratio of not less than (i) prior to the Collateral Termination Date 1.60:1.00 and (ii) at any time from and after the Collateral Termination Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,000, plus (ii) 80% of the net proceeds of all equity issuances of the Parent or Parent Borrower raised after the Effective Date; (d) At any time from and after the Collateral Termination Date, a Secured Leverage Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstanding; (f) A maximum Payout Ratio of ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (l) A minimum Unsecured Interest Coverage Ratio of not less than, at any time from and after the Collateral Termination Date, 2.00 to 1.0.

Financial Tests. The Parent and the Borrowers Borrower shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A a Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, no greater than sixty percent (60%)) at all times; providedprovided that, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date%, then the Borrowers Borrower shall be deemed to be in compliance with this Section 5.02(a) so long as (i) the Borrowers Borrower completed a Material Acquisition during the fiscal quarter in which the Total Leverage Ratio first exceeded 60%% and the Borrower notified the Administrative Agent of such Material Acquisition promptly thereafter and no later than the end of the fiscal quarter during which such Material Acquisition occurred, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) consecutive fiscal quarters immediately following commencing with the fiscal quarter in which such Material Acquisition was completed, and (iii) the Total Leverage Ratio is not greater than sixty five percent (65% %) at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum a Fixed Charge Coverage Ratio of not less than (i) prior to the Collateral Termination Date 1.60:1.00 and (ii) 1.50:1.00 at any time from and after the Collateral Termination Date, 1.75 to 1.0all times; (c) a Tangible Net Worth of at all times of not less than the sum of (i) least $1,250,000,000896,000,000.00, plus seventy-five percent (ii75%) 80% of the net proceeds (gross proceeds less reasonable and customary costs of all equity issuances sale and issuance paid to Persons not Affiliates of any Credit Party) received by the Borrower or the Parent at any time after November 19, 2014 from the issuance of stock (whether common, preferred or otherwise) of the Parent or Parent the Borrower raised after the Effective Datedate of this Agreement, at all times;RESERVED; (d) At any time from and after the Collateral Termination Date, a Total Secured Leverage Debt Ratio not to exceed of no greater than forty percent (40%)) at all times; (e) a Total Net Unsecured Debt to Unencumbered Asset Value Ratio of no greater than sixty percent (60%) at all times; providedand provided that, that if the Secured Leverage Ratio such ratio is greater than 40% after the occurrence of the Collateral Termination Date60%, then the Borrowers Borrower shall be deemed to be in compliance with this Section 5.02(d5.02(e) so long as (i) the Borrowers Borrower completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstanding; (f) A maximum Payout Ratio of ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio ratio first exceeded 60%% and the Borrower notified the Administrative Agent of such Material Acquisition promptly thereafter and no later than the end of the fiscal quarter during which such Material Acquisition occurred, (ii) the Unsecured Leverage Ratio such ratio does not exceed 60% for a period of more than four (4) consecutive fiscal quarters immediately following commencing with the fiscal quarter in which such Material Acquisition was completed, and (iii) the Unsecured Leverage Ratio such ratio is not greater than sixty five percent (65% %) at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (lf) A minimum an Unsecured Interest Coverage Ratio of not less than, than 1.751.60:1.00 at any time from and after the Collateral Termination Date, 2.00 to 1.0all times.

Financial Tests. The Throughout the term of this Agreement, the Parent and the Borrowers shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A Total prior to a Security Interest Termination Event, a Consolidated Leverage Ratio not to exceed no greater than sixty percent (i60%); (b) at any time prior the Collateral following a Security Interest Termination DateEvent, a Consolidated Capitalization Rate Leverage Ratio no greater than sixty percent (60%) or for a maximum of four (4) consecutive calendar quarters following a Material Acquisition, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, sixty percent (60%“Consolidated Capitalization Rate Leverage Ratio Acquisition Increase”); provided, provided that if the Total such Consolidated Capitalization Rate Leverage Ratio is greater Acquisition Increase may be exercised no more than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(athree (3) so long as (i) the Borrowers completed a Material Acquisition times during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period term of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective DateAgreement; (bc) A minimum a Fixed Charge Coverage Ratio of not less than (ia) prior to 1.30:1.00 from the Collateral Termination Date 1.60:1.00 date hereof through June 30, 2022, (b) 1.40:1.00 commencing as of July 1, 2022, through June 30, 2023 and (iic) at any time 1.50:1.00 from and after July 1, 2023 through the Collateral Termination Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,000, plus (ii) 80% of the net proceeds of all equity issuances of the Parent or Parent Borrower raised after the Effective Maturity Date; (d) At any time from and after the Collateral following a Security Interest Termination DateEvent, a ratio of (i) Secured Leverage Ratio Debt to (ii) Capitalization Rate Total Asset Value, not to exceed in excess of forty percent (40%) or for a maximum of four (4) consecutive calendar quarters following a Material Acquisition, forty-five percent (45%) (the “Debt to Total Asset Value Acquisition Increase”); provided, provided that if such Debt to Total Asset Value Acquisition Increase may be exercised no more than three (3) times during the Secured Leverage Ratio is greater than 40% after the occurrence term of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(dAgreement; and (e) so long as a ratio of (i) Secured Recourse Indebtedness to (ii) Applicable Value, of no greater than 10%, excluding recourse obligations associated with interest rate xxxxxx, non-recourse carve-out guarantees and environmental indemnitees, until due and payable. Notwithstanding the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during foregoing, each of the quarter Parent and the Company shall have ten (10) Business Days from the date on which any violation of the above tests shall occur in which to cure such violation, to the Secured Leverage Ratio first exceeded 40%extent such violation can be cured with a cash payment to reduce Indebtedness, which 10-day cure period shall be in lieu of, and not in addition to, any other cure period provided for herein that may affect this Section 9.7. It shall be an Event of Default if the Company fails to make such a prepayment not later than ten (10) Business Days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such failure and (ii) the Secured Leverage Ratio does not exceed 40% for Company receiving written notice of such default from any holder of a period of more than four (4) fiscal quarters immediately following Note notice or the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant Administrative Agent to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since Company requesting the Effective Date; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstanding; (f) A maximum Payout Ratio of ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (l) A minimum Unsecured Interest Coverage Ratio of not less than, at any time from and after the Collateral Termination Date, 2.00 to 1.0payment.

Financial Tests. The Parent and the Borrowers Borrower shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A a Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, no greater than sixty percent (60%); provided, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(a) so long as (i) the Borrowers completed a Material Acquisition during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum Fixed Charge a Tangible Net Worth not at any time to be less than (i) $13,600,000.00, plus (ii) eighty percent (80%) of the Net Equity Proceeds received after the Effective Date, less (iii) any amounts paid for the redemption or retirement of or any accrued return on the SST Preferred Equity; (c) an Interest Coverage Ratio of not less than (i) prior to 1.85:1.00 commencing at the Collateral Termination Date 1.60:1.00 and (ii) at any time from and after the Collateral Termination Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,000, plus (ii) 80% earlier of the net proceeds of all equity issuances fiscal quarter immediately following the acquisition of the Parent final Portfolio Property or Parent Borrower raised after the Effective DateJune 30, 2015; (d) At any time from and after a Fixed Charge Ratio of not less than 1.60:1.00 commencing at the Collateral Termination Date, a Secured Leverage Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence earlier of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the fiscal quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completedacquisition of the final Portfolio Property or June 30, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date2015; (e) At any time from and after a ratio of (i) the Collateral Termination DateIndebtedness that bears interest at a varying rate of interest or that does not have the interest rate fixed, Total Secured Recourse Indebtedness shall capped or swapped pursuant to a Hedging Agreement to (ii) the sum of the Indebtedness, not exceed an aggregate principal amount equal to ten in excess of thirty percent (1030%) of Total Asset Value at any one time outstanding); (f) A maximum Payout a Loan to Value Ratio of ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other greater than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (lg) A minimum Unsecured Interest a Debt Service Coverage Ratio of not less thanthan 1.35:1.00 commencing March 31, at 2015. Notwithstanding the foregoing, each of the Parent and the Borrower shall have ten (10) Business Days from the date on which any time violation of the above tests shall occur in which to cure such violation, to the extent such violation can be cured with a cash payment, which 10-day cure period shall be in lieu of, and not in addition to, any other cure period provided for herein that may affect this Section 5.02. It shall be an Event of Default if Borrower fails to make such a prepayment not later than ten (10) Business Days after notice from and after the Collateral Termination Date, 2.00 Administrative Agent to 1.0the Lead Borrower requesting the payment.

Financial Tests. The Parent and the Borrowers shall have and maintain at all times, on a consolidated basis, tested as of the close of each calendar quarter:quarter (except as explicitly set forth below): (a) A Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination DateDate to November 3, 2024, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, sixty sixtyNovember 3, 2024, fifty-five percent (606055%); provided, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(a) so long as (i) the Borrowers completed a Material Acquisition during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum Fixed Charge Coverage Ratio of not less than (i) prior to tofor the Collateral Termination Date 1.60:1.00 1.60:1.00fiscal quarter ending September 30, 2023, 1.25:1.00, (ii) for the fiscal quarter ending December 31, 2023, 1.50:1.00 and (ii) at any time from and after the Collateral Termination Date, 1.75 1.75January 1, 2024, starting with the fiscal quarter ending March 31, 2024, 1.60 to 1.0; (c) Tangible Net Worth at all times after March 31, 2023 of not less than the sum of (i) $1,250,000,0001,250,000,000953,924,000, plus (ii) 80% of the net proceeds of all equity issuances of the Parent or Parent Borrower raised after the Effective DateDateMarch 31, 2023; (d) At any time from and after the Collateral Termination Date, a Secured Leverage Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective DateDate;[Reserved]; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstandingoutstanding[Reserved]; (f) A maximum Payout Ratio of (i) from the Sixth Amendment Effective Date until September 30, 2023, one-hundred twenty five percent (125%), (ii) from October 1, 2023 until December 31, 2023, one-hundred twenty percent (120%), (iii) from January 1, 2024 until March 31, 2024, one-hundred five percent (105%), and (iv) thereafter, ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 10,000,000(i) from April 1, 2023 until and including September 30, 2023, $5,000,000 at all times, and (ii) at all times thereafter, $10,000,000; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; andand[Reserved]; (l) A [Reserved]; and (m) (l) AFor the period ending September 30, 2023 and all periods thereafter, a minimum Unsecured UnsecuredBorrowing Base Interest Coverage Ratio of not less than, at any time from and after the Collateral Termination Date, 2.00 1.40 to 1.01.01.00.

Financial Tests. The Parent REIT Guarantor and the Borrowers Borrower shall have and maintain at all times, on a consolidated basiscomply or cause compliance with the following covenants, tested as of the close of each calendar quarter: (a) A Total The Consolidated Leverage Ratio shall not to exceed (i) at any time on or prior the Collateral Termination Dateto December 31, sixty-five 2018, sixty percent (6560%) and or (ii) at any time from and after the Collateral Termination Datethereafter, sixty fifty five percent (6055%); providedprovided that, that if the Total Consolidated Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Dateforegoing percentages during any applicable period, then the Borrowers Borrower shall be deemed to be in compliance with this Section 5.02(a) so long as (ia) the Borrowers Borrower completed a Material Acquisition during the quarter in which the Total Leverage Ratio such ratio first exceeded 60%the applicable forgoing percentage, (iib) the Total Leverage Ratio such ratio does not exceed 60% the applicable percentage for a period of more than four (4) two consecutive fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, and (iiic) the Total Leverage Ratio such ratio is not greater than 6565.0% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum The Fixed Charge Coverage Ratio of shall not be less than (i) at any time on or prior to the Collateral Termination Date 1.60:1.00 December 31, 2018, 1.35:1.00, and (ii) at any time from and after the Collateral Termination Datethereafter, 1.75 to 1.01.60:1.00; (c) Tangible Net Worth at all times of shall not be less than the sum of (i) $1,250,000,000107,068,224.00, plus (ii) eighty percent (80% %) of the net Net Proceeds (provided that, for purposes of calculating Net Proceeds in connection with this Section, the gross proceeds from any such issuance shall include the fair market value of all equity issuances any Real Property or other assets contributed to any such Person in exchange for such Equity Interests in lieu of cash) received by the REIT Guarantor or the Borrower at any time from the issuance of Equity Interests (whether common, preferred or otherwise) of the Parent REIT Guarantor or Parent the Borrower raised or any Subsidiary thereof after the Effective Datedate of this Agreement; (d) At a maximum Secured Debt Ratio of not greater than (i) at any time from and after the Collateral Termination Dateon or prior to June 30, a Secured Leverage Ratio not to exceed 2018, fifty five percent (55%) or (ii) at any time thereafter, forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (e) At a maximum Secured Recourse Debt Ratio (excluding, for the purposes of this covenant, Secured Recourse Debt in connection with Hedging Obligations) of not greater than (i) zero percent at any time from and after on or prior to the Collateral WC Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent and (ii) thereafter, 10%) % of Total Asset Value at any one time outstandingValue; (f) A Unhedged Variable Rate Debt shall not exceed 30% of the aggregate Indebtedness of the REIT Guarantor and its Subsidiaries at any time; (g) a maximum Payout Ratio of ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all timesany time commencing with the fiscal quarter ending March 31, 2020; (h) The aggregate Unhedged Variable Rate Debt the Borrower and REIT Guarantor shall maintain at all times minimum Liquidity of not less than the Parent and its Subsidiaries shall not exceed thirty percent (30%) greater of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness $2,000,000 and (other than the Obligationsii) of the Parent shall not exceed an aggregate principal amount equal to fifteen one percent (151%) of Total Asset Value at any one time outstanding;as of such time; and (ji) The Borrowers there shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of be no less than $50,000,000.00; (kx) An Unsecured Leverage Ratio not to exceed, three (3) Pool Properties at any time from and after the Collateral Termination DateJuly 1, sixty percent (60%); provided2018 but on or prior to December 31, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, 2018 and (ivy) the Borrowers have not been deemed to be in compliance with this Section 5.02(kten (10) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (l) A minimum Unsecured Interest Coverage Ratio of not less than, Pool Properties at any time from and after the Collateral Termination Date, 2.00 to 1.0thereafter.

Financial Tests. The Parent and the Borrowers Borrower shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A a Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, no greater than sixty percent (60%)) at all times; providedprovided that, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date%, then the Borrowers Borrower shall be deemed to be in compliance with this Section SECTION 5.02(a) so long as (i) the Borrowers Borrower completed a Material Acquisition during the fiscal quarter in which the Total Leverage Ratio first exceeded 60%% and the Borrower notified the Administrative Agent of such Material Acquisition promptly thereafter and no later than the end of the fiscal quarter during which such Material Acquisition occurred, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) consecutive fiscal quarters immediately following commencing with the fiscal quarter in which such Material Acquisition was completed, and (iii) the Total Leverage Ratio is not greater than sixty five percent (65% %) at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum a Fixed Charge Coverage Ratio of not less than (i) prior to the Collateral Termination Date 1.60:1.00 and (ii) 1.50:1.00 at any time from and after the Collateral Termination Date, 1.75 to 1.0all times; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,000, plus (ii) 80% of the net proceeds of all equity issuances of the Parent or Parent Borrower raised after the Effective DateRESERVED; (d) At any time from and after the Collateral Termination Date, a Total Secured Leverage Debt Ratio not to exceed of no greater than forty percent (40%)) at all times; (e) a Total Net Unsecured Debt to Unencumbered Asset Value Ratio of no greater than sixty percent (60%) at all times; providedprovided that, that if the Secured Leverage Ratio such ratio is greater than 40% after the occurrence of the Collateral Termination Date60%, then the Borrowers Borrower shall be deemed to be in compliance with this Section 5.02(dSECTION 5.02(e) so long as (i) the Borrowers Borrower completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstanding; (f) A maximum Payout Ratio of ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio ratio first exceeded 60%% and the Borrower notified the Administrative Agent of such Material Acquisition promptly thereafter and no later than the end of the fiscal quarter during which such Material Acquisition occurred, (ii) the Unsecured Leverage Ratio such ratio does not exceed 60% for a period of more than four (4) consecutive fiscal quarters immediately following commencing with the fiscal quarter in which such Material Acquisition was completed, and (iii) the Unsecured Leverage Ratio such ratio is not greater than sixty five percent (65% %) at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (lf) A minimum an Unsecured Interest Coverage Ratio of not less than, than 1.60:1.00 at any time from and after the Collateral Termination Date, 2.00 to 1.0all times.

Financial Tests. The Parent and (a) Except as otherwise expressly provided in clause (ii) below, throughout the Borrowers term of this Agreement the Borrower shall have and maintain at all times, on a consolidated basisbasis in accordance with GAAP: (i) a Loan to Value Ratio of not greater than sixty percent (60%); and (ii) a Debt Service Coverage Ratio of at least 1.35:1.00 as of each fiscal quarter end. (b) Throughout the term of this Agreement, the Parent shall have and maintain, on a consolidated basis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (ai) A a Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, no greater than sixty percent (60%); provided, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed ; (ii) a Tangible Net Worth not at any time to be in compliance with this Section 5.02(a) so long as less than (i) eighty percent (80%) of the Borrowers completed a Material Acquisition during Tangible Net Worth of the quarter in which Parent as of June 30, 2019, as such calculation is reasonably approved by the Total Leverage Ratio first exceeded 60%Administrative Agent, plus (ii) eighty percent (80%) of the Total Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since Net Equity Proceeds received after the Effective Date; (biii) A minimum a Fixed Charge Coverage Ratio of not less than (ia) prior to 1.50:1.00 from the Collateral Termination Date 1.60:1.00 date hereof through the end of the fiscal quarter ending June 30, 2020, and (iib) at any time from and after 1.60:1.00 during the Collateral Termination fiscal quarter commencing July 1, 2020 through the Maturity Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum a ratio of (i) $1,250,000,000the Indebtedness that bears interest at a varying rate of interest or that does not have the interest rate fixed, plus capped or swapped pursuant to a Hedging Agreement to (ii) 80% the sum of the net proceeds Indebtedness, not in excess of all equity issuances of the Parent or Parent Borrower raised after the Effective Datethirty percent (30%); (d) At any time from and after the Collateral Termination Date, a Secured Leverage Maximum Payout Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstanding; (f) A maximum Payout Ratio of ninety five percent (95%); ) commencing as of the end of the first fiscal quarter that commences after the fourth (g4th ) A minimum Liquidity anniversary of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt the Effective Date. Notwithstanding the foregoing, each of the Parent and its Subsidiaries the Borrower shall not exceed thirty percent have ten (30%10) Business Days from the date on which any violation of Total Asset Value; (i) At any time prior the above tests shall occur in which to cure such violation, to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times extent such violation can be cured with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceedcash payment, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers which 10-day cure period shall be deemed to be in compliance with lieu of, and not in addition to, any other cure period provided for herein that may affect this Section 5.02(k5.02. It shall be an Event of Default if Borrower fails to make such a prepayment not later than ten (10) so long as (i) Business Days after notice from the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant Administrative Agent to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since Lead Borrower requesting the Effective Date; and (l) A minimum Unsecured Interest Coverage Ratio of not less than, at any time from and after the Collateral Termination Date, 2.00 to 1.0payment.

Financial Tests. The Throughout the term of this Agreement, the Parent and the Borrowers shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A Total Prior to a Security Interest Termination Event, a Consolidated Leverage Ratio not to exceed no greater than sixty percent (i60%); (b) at any time prior the Collateral Following a Security Interest Termination DateEvent, sixty-a Consolidated Capitalization Rate Leverage Ratio no greater than sixty percent (60%) or for a maximum of four (4) consecutive calendar quarters following a Material Acquisition, sixty five percent (65%) and (ii) at any time from and after the Collateral Termination Date, sixty percent (60%“Consolidated Capitalization Rate Leverage Ratio Acquisition Increase”); provided, provided that if the Total such Consolidated Capitalization Rate Leverage Ratio is greater Acquisition Increase may be exercised no more than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(athree (3) so long as (i) the Borrowers completed a Material Acquisition times during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period term of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective DateAgreement; (bc) A minimum a Fixed Charge Coverage Ratio of not less than (ia) prior to 1.30:1.00 from the Collateral Termination Date 1.60:1.00 date hereof through June 30, 2022, (B) 1.40:1.00 commencing as of July 1, 2022, through June 30, 2023 and (iic) at any time 1.50:1.00 from and after July 1, 2023 through the Collateral Termination Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,000, plus (ii) 80% of the net proceeds of all equity issuances of the Parent or Parent Borrower raised after the Effective Maturity Date; (d) At a Tangible Net Worth not at any time from and after the Collateral Termination Date, a Secured Leverage Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as less than (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Ratio first exceeded 40%$673,430,957.00, plus (ii) eighty percent (80%) of the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since Net Equity Proceeds received after the Effective Date; (e) At any time from and after the Collateral Following a Security Interest Termination DateEvent, a ratio of (i) Secured Debt to (ii) Capitalization Rate Total Secured Recourse Indebtedness shall Asset Value, not exceed an aggregate principal amount equal to ten in excess of forty percent (1040%) or for a maximum of four (4) consecutive calendar quarters following a Material Acquisition, forty-five percent (45%) (the “Debt to Total Asset Value at any one time outstandingAcquisition Increase”); provided that such Debt to Total Asset Value Acquisition Increase may be exercised no more than three (3) times during the term of this Agreement; (f) A maximum ratio of (i) Secured Recourse Indebtedness to (ii) (a) Applicable Value, of no greater than 10%, excluding recourse obligations associated with interest rate xxxxxx, non-recourse carve out guarantees and environmental indemnitees, until due and payable; (g) a ratio of (i) Unhedged Variable Rate Debt to (ii) Applicable Value, not in excess of thirty percent (30%); (h) a Payout Ratio of not greater than (i) one hundred five percent (105%) commencing as of the quarter ending June 30, 2023, through March 31, 2024, and (ii) ninety five percent (95%); (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt commencing as of the Parent quarter ending June 30, 2024 and its Subsidiaries shall not exceed thirty percent (30%) as of Total Asset Valueeach quarter end thereafter; (i) At any a minimum of $20,000,000 in Liquidity until such time prior as the Payout Ratio is less than or equal to 95%, and thereafter a minimum of $10,000,000. Notwithstanding the Collateral Termination Dateforegoing, Recourse Indebtedness (other than the Obligations) each of the Parent and the Borrower shall not exceed an aggregate principal amount equal have ten (10) Business Days from the date on which any violation of the above tests shall occur in which to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times cure such violation, to the extent such violation can be cured with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceedcash payment, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers which 10-day cure period shall be deemed to be in compliance with lieu of, and not in addition to, any other cure period provided for herein that may affect this Section 5.02(k5.02. It shall be an Event of Default if Borrower fails to make such a prepayment not later than ten (10) so long as (i) Business Days after notice from the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant Administrative Agent to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since Borrower requesting the Effective Date; and (l) A minimum Unsecured Interest Coverage Ratio of not less than, at any time from and after the Collateral Termination Date, 2.00 to 1.0payment.

Financial Tests. The Parent and the Borrowers Borrower (as applicable) shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A the Parent shall have a Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, no greater than sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(a) so long as (i) the Borrowers completed a Material Acquisition during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum Fixed Charge Coverage Ratio of the Parent shall have a Tangible Net Worth not at any time to be less than (i) prior to the Collateral Termination Date 1.60:1.00 and (ii) at any time from and after the Collateral Termination Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,00061,832,219, plus (ii) 80% eighty-five percent (85%) of the net proceeds of all equity issuances of the Parent or Parent Borrower raised Net Equity Proceeds received after the Effective Date; (d) At any time from and after the Collateral Termination Date, a Secured Leverage Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (ic) the Borrowers completed Borrower shall have a Material Acquisition financed principally with Secured Indebtedness during the quarter in which the Secured Leverage Loan to Value Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and sixty (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (e) At any time from and after the Collateral Termination Date, Total Secured Recourse Indebtedness shall not exceed an aggregate principal amount equal to ten percent (10%) of Total Asset Value at any one time outstanding; (f) A maximum Payout Ratio of ninety five percent (9560%); (gd) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate Debt of the Parent and its Subsidiaries Borrower shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time have, prior to the Collateral Termination DateOctober 31, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain 2018, a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (l) A minimum Unsecured Interest Debt Service Coverage Ratio of not less thanthan 1.20:1.00 and, at commencing with the quarter ending December 31, 2018, (i) if the Debt Service Coverage Ratio is less than 1.30:1.00, Borrower shall fund on a monthly basis on each Interest Payment Date all Net Operating Income received during the prior month after actual debt service from the Mortgaged Properties into a collateral account held with the Administrative Agent as additional collateral for the Loan, and (ii) if the Debt Service Coverage Ratio is less than 1.25:1.00, Borrower shall make a prepayment of principal within ten (10) Business Days from the date on which the Debt Service Coverage Ratio violation occurs, in an amount that, when applied to the outstanding principal balance of the Loan, causes the Debt Service Coverage Ratio to equal 1.35:1.00. Notwithstanding the foregoing, each of the Parent and the Borrower shall have ten (10) Business Days from the date on which any time violation of the above tests shall occur in which to cure such violation, to the extent such violation can be cured with a cash payment, which 10-day cure period shall be in lieu of, and not in addition to, any other cure period provided for herein that may affect this Section 5.02. It shall be an Event of Default if Borrower fails to make such a prepayment not later than ten (10) Business Days after notice from and after the Collateral Termination Date, 2.00 Administrative Agent to 1.0the Lead Borrower requesting the payment.

Financial Tests. The Parent and the Borrowers Borrower shall have and maintain at all timesmaintain, on a consolidated basisbasis in accordance with GAAP, tested as of the close of each calendar fiscal quarter: (a) A a Total Leverage Ratio not to exceed (i) at any time prior the Collateral Termination Date, sixty-five percent (65%) and (ii) at any time from and after the Collateral Termination Date, no greater than sixty percent (60%); provided, that if the Total Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(a) so long as (i) the Borrowers completed a Material Acquisition during the quarter in which the Total Leverage Ratio first exceeded 60%, (ii) the Total Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Total Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(a) pursuant to this proviso (or in compliance with Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; (b) A minimum Fixed Charge a Tangible Net Worth not at any time to be less than (i) $5,937,713.00, plus (ii) eighty percent (80%) of the Net Equity Proceeds received after the Effective Date, less (iii) any amounts paid for the redemption or retirement of or any accrued return on the SST Preferred Equity; (c) an Interest Coverage Ratio of not less than (i) prior to 1.60:1.00 commencing at the Collateral Termination Date 1.60:1.00 and (ii) at any time from and after the Collateral Termination Date, 1.75 to 1.0; (c) Tangible Net Worth at all times of not less than the sum of (i) $1,250,000,000, plus (ii) 80% earlier of the net proceeds of all equity issuances fiscal quarter immediately following the acquisition of the Parent final Portfolio Property or Parent Borrower raised after March 31, 2015, increasing to 1.75:1.00 for the Effective Datequarter ending September 30, 2015 through the quarter ending June 30, 2016, and increasing to 1.85:1.00 as of September 30, 2016 and on each quarter end thereafter; (d) At any time from and after a Fixed Charge Ratio of not less than 1.60:1.00 commencing at the Collateral Termination Date, a Secured Leverage Ratio not to exceed forty percent (40%); provided, that if the Secured Leverage Ratio is greater than 40% after the occurrence earlier of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(d) so long as (i) the Borrowers completed a Material Acquisition financed principally with Secured Indebtedness during the fiscal quarter in which the Secured Leverage Ratio first exceeded 40%, (ii) the Secured Leverage Ratio does not exceed 40% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completedacquisition of the final Portfolio Property or March 31, (iii) the Secured Leverage Ratio is not greater than 45% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(d) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(k) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date2015; (e) At any time from and after a ratio of (i) the Collateral Termination DateIndebtedness that bears interest at a varying rate of interest or that does not have the interest rate fixed, Total Secured Recourse Indebtedness shall capped or swapped pursuant to a Hedging Agreement to (ii) the sum of the Indebtedness, not exceed an aggregate principal amount equal to ten in excess of thirty percent (1030%) of Total Asset Value at any one time outstanding); (f) A maximum Payout a Loan to Value Ratio of ninety not greater than fifty-five percent (9555%);; and (g) A minimum Liquidity of $10,000,000 at all times; (h) The aggregate Unhedged Variable Rate a Debt of the Parent and its Subsidiaries shall not exceed thirty percent (30%) of Total Asset Value; (i) At any time prior to the Collateral Termination Date, Recourse Indebtedness (other than the Obligations) of the Parent shall not exceed an aggregate principal amount equal to fifteen percent (15%) of Total Asset Value at any one time outstanding; (j) The Borrowers shall maintain a minimum of five hundred (500) Borrowing Base Properties at all times with a combined Borrowing Base Value of no less than $50,000,000.00; (k) An Unsecured Leverage Ratio not to exceed, at any time from and after the Collateral Termination Date, sixty percent (60%); provided, that if the Unsecured Leverage Ratio is greater than 60% after the occurrence of the Collateral Termination Date, then the Borrowers shall be deemed to be in compliance with this Section 5.02(k) so long as (i) the Borrowers completed a Material Acquisition financed principally with Loans or other Unsecured Indebtedness during the quarter in which the Unsecured Leverage Ratio first exceeded 60%, (ii) the Unsecured Leverage Ratio does not exceed 60% for a period of more than four (4) fiscal quarters immediately following the fiscal quarter in which such Material Acquisition was completed, (iii) the Unsecured Leverage Ratio is not greater than 65% at any time, and (iv) the Borrowers have not been deemed to be in compliance with this Section 5.02(k) pursuant to this proviso (or in compliance with Section 5.02(a) or Section 5.02(d) pursuant to the proviso thereto) more than two (2) times (each time for up to four (4) fiscal quarters) since the Effective Date; and (l) A minimum Unsecured Interest Service Coverage Ratio of not less thanthan 1.35:1.00. Notwithstanding the foregoing, at each of the Parent and the Borrower shall have ten (10) Business Days from the date on which any time violation of the above tests shall occur in which to cure such violation, to the extent such violation can be cured with a cash payment, which 10-day cure period shall be in lieu of, and not in addition to, any other cure period provided for herein that may affect this Section 5.02. It shall be an Event of Default if Borrower fails to make such a prepayment not later than ten (10) Business Days after notice from and after the Collateral Termination Date, 2.00 Administrative Agent to 1.0the Lead Borrower requesting the payment.