FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

As of the end of each fiscal quarter of the Company, the ratio of (i) Total Indebtedness, minus, unrestricted cash and Cash Equivalents of the Company, the Borrower and their Subsidiaries in excess of $25,000,000 to (ii) Consolidated Capitalization Value to exceed 60%; provided that such ratio may be increased to a ratio not to exceed 65% for the four (4) fiscal quarters ending immediately following the occurrence of a Major Acquisition;

As of the end of each fiscal quarter of the Company, the ratio of (i) the aggregate amount of all Indebtedness of the Company and its Subsidiaries that is secured by a mortgage Lien on any Real Property Assets ... to (ii) Consolidated Capitalization Value to exceed 40%.

For any period of four (4) consecutive fiscal quarters, as of the end of each fiscal quarter of the Company, the ratio of Adjusted EBITDA of the Company and its Subsidiaries to Fixed Charges of the Company and its Subsidiaries to be less than 1.50 to 1.00.

As of the end of each fiscal quarter of the Company, Unsecured Indebtedness (minus, to the extent not deducted from the calculation of the financial covenant set forth in Section 6.12(b), unrestricted cash and Cash Equivalents of the Company, the Borrower and their Subsidiaries in excess of $25,000,000) to exceed 60% of the sum of (without duplication) (A) Property Capitalization Values of the aggregate Eligible Unencumbered Real Property Assets and (B) the Eligible Unencumbered Mortgage Note Value

As of the end of each fiscal quarter of the Company, the ratio of Adjusted Annualized Net Operating Income of the Eligible Unencumbered Real Property Assets to Consolidated Interest Expense to be less than 1.75 to 1.00;