FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

As of the last day of each calendar quarter, the Total Debt Ratio will not be greater than 60%; provided, however, with respect to any period in which the Borrower or any of its Consolidated Subsidiaries have acquired a Real Property Asset (or multiple Real Property Assets in a single transaction) for a price of more than $200,000,000, Total Debt to Total Asset Value for such quarter and the next succeeding three quarters may increase to 65%, provided such ratio does not exceed 60% thereafter.

As of the last day of each calendar quarter, the ratio of (x) Annual EBITDA, less reserves for Capital Expenditures ... to (y) the sum of (i) Total Debt Service and (ii) dividends or other payments ... will not be less than 1.5:1.0.

As of the last day of each calendar quarter, Secured Debt ... shall at no time exceed forty percent (40%) of Total Asset Value; provided, however, ... for a price of more than $200,000,000, Secured Debt to Total Asset Value for such quarter and the next succeeding three quarters may increase to 45%, provided such ratio does not exceed 40% thereafter.

As of each of the last day of each calendar quarter, the Unsecured Debt Ratio shall not be less than 1.67:1.0; provided, however, ... for a price of more than $200,000,000, the Unsecured Debt Ratio for such quarter and the next succeeding three quarters may decrease to 1.55:1.00, provided such ratio is not less than 1.67:1.00 thereafter.

As of the last day of each calendar quarter, the ratio of (i) Unencumbered Asset Pool Net Operating Cash Flow to (ii) Unsecured Debt Service will not be less than 1.75:1.0.