Common use of Debt Service Coverage Ratio Clause in Contracts

Debt Service Coverage Ratio. As of each Test Date, the Properties shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio. For the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan Proceeds.

Debt Service Coverage Ratio. (a) As of each Test Date, the Properties Property shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) . If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Property does not meet such Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, Borrower shall (in its sole discretion) have the right to, within ten (10) Business Days after receipt of written notice from Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) deposit into an interest-bearing account of Borrower maintained with Administrative Agent (the Properties have achieved “Interest Reserve Account”) an amount, reasonably determined by Administrative Agent, equal to the Minimum Required Debt Service Coverage Ratio as of any subsequent interest that is anticipated to accrue on the Loan for the six (6) month period following such Test Date, using (A) with respect to any portion of the outstanding principal balance of the Loan which is not subject to a Swap Contract, the then current Base Rate plus one-quarter of one percent (0.25%) per annum), or (B) with respect to any portion of the outstanding principal balance of the Loan which is subject to a Swap Contract, the fixed rate payable by Borrower under such Swap Contract, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) repay the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, . If as of any the next succeeding Test Date, Date the Ongoing Debt Service Coverage Ratio is less than shall equal or exceed the Remargin Minimum Required Debt Service Coverage Ratio, Borrowers shallprovided that no Default exists, within thirty any funds held in the Interest Reserve Account will be released to Borrower. (30b) days following receipt of written demand from Administrative Agent, repay Should the Ongoing Debt Service Coverage Ratio be less than the Minimum Required Debt Service Coverage Ratio for two (without penalty or fee other than 2) consecutive Test Dates (excluding any Consequential Loss that may be payable in connection with such repayment) Test Date on which Borrower has repaid the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio. For the avoidance Ratio in accordance with clause (ii) of doubtSection 4.22(a)), until such repayment is received by Borrower must, within ten (10) Business Days after receipt of written notice from Administrative Agent, the Administrative Agent, on behalf repay principal of the LendersLoan outstanding in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio to be at least 1.25:1.00 as of such second Test Date. Provided that no Default exists, any amounts then on deposit in the Interest Reserve Account may be applied by Borrower toward any such required payment. Any amounts remaining on deposit in the Interest Reserve Account following any payment made by Borrower to cause the Ongoing Debt Service Coverage Ratio to be at least 1.25:1.00 shall, provided no Default exists, be returned to Borrower. (c) The Interest Reserve Account shall suspend be subject to a security interest granted to Administrative Agent as security for the Obligations pursuant to the Security Agreement. Upon the occurrence and during the continuation of a Default, Administrative Agent may exercise its rights and remedies with respect to the Interest Reserve Account to the extent provided in the Security Agreement. (d) Borrower may direct that amounts on deposit in the Interest Reserve Account be applied to the outstanding principal balance of the Loan (including, without limitation, any principal repayment of the Loan required as a condition to any extension of the Maturity Date or required for the release of a Release Pad pursuant to Section 9.29), provided (i) no Default exists, and (ii) after giving effect to such application, the Ongoing Debt Service Coverage Ratio is at least 1.15:1.00. (e) Upon the full and final satisfaction of the Obligations, Administrative Agent shall release all disbursements of Revolving Loan Proceedsfunds then remaining on deposit in the Interest Reserve Account and promptly remit the same to the party or parties legally entitled thereto.

Debt Service Coverage Ratio. (a) As of each Test Date, the Properties Property shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) . If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Property does not meet such Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative AgentBorrower must, on behalf within ten (10) Banking Days after receipt of the Lenderswritten notice from Lender, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) deposit into an interest-bearing account of Borrower maintained with Lender (the Properties have achieved “Interest Reserve Account”) an amount, reasonably determined by Lender, equal to the Minimum Required Debt Service Coverage Ratio as of any subsequent interest that is anticipated to accrue on the Loan for the six (6) month period following such Test Date, using the then current Base Rate (as defined in the Note), taking into account any related swap rate, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) repay the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, . If as of any the next succeeding Test Date, Date the Ongoing Debt Service Coverage Ratio is less than shall equal or exceed the Remargin Minimum Required Debt Service Coverage Ratio, Borrowers shallprovided that no Event of Default exists, any funds held in the Interest Reserve Account will be released to Borrower. Should the Ongoing Debt Service Coverage Ratio be less than the Minimum Required Debt Service Coverage Ratio for two (2) consecutive Test Dates, Borrower must, within thirty ten (3010) days following Banking Days after receipt of written demand notice from Administrative AgentLender, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to be at least 1.30:1.00 as of such repayment as if repaid on the applicable second Test Date) . Provided that no Event of Default exists, any amounts then on deposit in the Interest Reserve Account may be applied by Borrower toward any such required payment. Any amounts remaining on deposit in the Interest Reserve Account following any payment made by Borrower to at least equal cause the Minimum Required Ongoing Debt Service Coverage RatioRatio to be at least 1.30:1.00 shall, provided no Event of Default exists, be returned to Borrower. (b) The Interest Reserve Account shall be subject to a security interest granted to Lender as security for the Obligations pursuant to the Security Agreement. For Upon the avoidance occurrence of doubtan Event of Default, until such repayment is received by Administrative Agent, Lender may exercise its rights and remedies with respect to the Administrative Agent, on behalf Interest Reserve Account to the extent provided in the Security Agreement. (c) Upon the full and final satisfaction of the LendersObligations, Lender shall suspend release all disbursements of Revolving Loan Proceedsfunds then remaining on deposit in the Interest Reserve Account and promptly remit the same to the party or parties legally entitled thereto.

Debt Service Coverage Ratio. As Shall maintain a minimum Debt Service Coverage Ratio (as defined herein) of each Test Date1.25:1 for the applicable annual period and all applicable annual periods thereafter. In addition to any other remedy herein, the Properties shall should Borrower not maintain an Ongoing a minimum Debt Service Coverage Ratio of 1.25:1 at any time after the date hereof, then any management fee payable to a manager of the Community and/or Premises shall be terminated and retained by Borrower. All ratios are to be calculated quarterly on the twelve (12)-month trailing period ending as of the last day of each calendar quarter, beginning March 31, 2022. Compliance with this financial covenant shall be verified by Lender and in the event of a material difference between Borrower’s calculation of the financial covenant and Lender’s determination of the financial covenant, Lender’s determination shall govern absent manifest error. In addition to any other remedy herein, should Borrower not less than maintain a minimum Debt Service Coverage Ratio of 1.25:1 as required herein, then Borrower shall make a principal reduction payment to bring debt coverage above the Minimum Required 1.25:1 minimum. “Debt Service Coverage Ratio” means for the applicable annual period, providedthe ratio of the Gross Cash Flow of Borrower, however, that if divided by the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of Borrower, certified by Borrower’s manager and verified by Lender. “Gross Cash Flow” means, for any Test Dateperiod, the following provisions shall apply: (a) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but an amount equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf sum of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test DateNet Income, or plus (ii) Borrowers have repaid to the extent deducted in determining Net Income, (without penalty A) interest expense, (B) income tax expense, (C) depreciation and amortization, and (D) all other non-cash charges determined in accordance with GAAP, plus (iii) cash contributions by owners, less (iv) distributions to owners. “Net Income” means, for any period, the net income (or fee other than loss) for such period in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (i) any Consequential Loss that may be payable in connection with such repaymentextraordinary gains or losses, and (ii) the Loan in an amount sufficient any gains attributable to cause the Ongoing write-ups of assets. “Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid Service” means, for any period, all annual debt service, including principal and interest payments, due on all debt obligations during the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio. For the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan Proceedsperiod.

Debt Service Coverage Ratio. (a) As of each Test Date, the Properties Property shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) . If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Property does not meet such Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, Borrower shall (in its sole discretion) have the right to, within ten (10) Business Days after receipt of written notice from Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) deposit into an interest-bearing account of Borrower maintained with Administrative Agent (the Properties have achieved “Interest Reserve Account”) an amount, reasonably determined by Administrative Agent, equal to the Minimum Required Debt Service Coverage Ratio as of any subsequent interest that is anticipated to accrue on the Loan for the three (3) month period following such Test Date, using (A) with respect to any portion of the outstanding principal balance of the Loan which is not subject to a Swap Contract, the then current Base Rate plus one-quarter of one percent (0.25%) per annum), or (B) with respect to any portion of the outstanding principal balance of the Loan which is subject to a Swap Contract, the fixed rate payable by Borrower under such Swap Contract, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) repay the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, . If as of any the next succeeding Test Date, Date the Ongoing Debt Service Coverage Ratio is less than shall equal or exceed the Remargin Minimum Required Debt Service Coverage Ratio, Borrowers shallprovided that no Default exists, any funds held in the Interest Reserve Account will be released to Borrower. (b) Should the Ongoing Debt Service Coverage Ratio be less than the Minimum Required Debt Service Coverage Ratio for two (2) consecutive Test Dates, Borrower must, within thirty (30) days following after receipt of written demand notice from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) principal of the Loan outstanding in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio to be at least 1.30:1.00 as of such second Test Date. Provided that no Default exists, any amounts then on deposit in the Interest Reserve Account may be applied by Borrower toward any such required payment. Any amounts remaining on deposit in the Interest Reserve Account following any payment made by Borrower to cause the Ongoing Debt Service Coverage Ratio to be at least 1.30:1.00 shall, provided no Default exists, be returned to Borrower. (calculated c) The Interest Reserve Account shall be in the name of Borrower for the benefit of Administrative Agent, provided that Borrower shall be the owner of all funds on deposit in such account for all purposes, including for federal and applicable state and local tax purposes. The Interest Reserve Account shall be subject to a security interest granted to Lender as security for the Obligations pursuant to the Security Agreement (Interest Reserve Account). Upon the occurrence of a Default, Administrative Agent may exercise its rights and remedies with respect to the Interest Reserve Account to the extent provided in the Security Agreement (Interest Reserve Account). The Interest Reserve Account shall be subject to the exclusive dominion and control of Administrative Agent and, except as otherwise expressly provided herein, neither Borrower nor any other Person claiming on behalf of or through Borrower shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower may direct that amounts on deposit in the Interest Reserve Account be applied to the outstanding principal balance of the Loan (including, without limitation, any principal repayment of the Loan required for a release of any portion of the Property pursuant to Section 9.29), provided (i) no Default exists, and (ii) after giving effect to such repayment as if repaid on application, the applicable Test Date) to at least equal the Minimum Required Ongoing Debt Service Coverage Ratio. For Ratio is at least 1.20:1.00. (e) Upon the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf full and final satisfaction of the LendersObligations, Lender shall suspend release all disbursements of Revolving Loan Proceedsfunds then remaining on deposit in the Interest Reserve Account and promptly remit the same to the party or parties legally entitled thereto.

Debt Service Coverage Ratio. As of each Test DateCause, the Properties shall maintain an Ongoing suffer or permit Borrower's Debt Service Coverage Ratio of not (as hereinafter defined) to be less than the Minimum Required Debt Service Coverage Ratio1.20 to 1.0, providedtested annually commencing September 30, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) If, as of any Test Date, the Ongoing 2006. Debt Service Coverage Ratio is defined as net income plus depreciation plus amortization expense plus interest expense less distribution to shareholders and unfinanced capital expenditures to the current maturities of long term debt plus capital leases payments and interest payments." 9. Borrower acknowledges that in the event Lender agrees to renew the Revolving Loan beyond the Termination Date of the Revolving Loan, Lender reserves the right to impose revised, new and/or additional financial covenants relating to the Revolving Loan. 10. Borrower has provided satisfactory proof to Lender that General Sound (Texas) Company has been sold. Upon execution of this Agreement by Borrower, Lender will release General Sound (Texas) Company from its guaranty of the Obligations of Borrower to Lender and release any security interest granted by such entity in favor of Lender. Upon execution of this Agreement by Borrower, Lender undertakes to discharge all UCC-1 financing statements that have been filed against the assets of such entity by Lender. 11. In order to induce Lender to continue to provide financing under the Revolving Loan and to extend the revolving credit facility, Borrower represents and warrants to Lender that since June 30, 2006, there has been (1) no material adverse change in the financial condition, assets, liabilities, business or operation (financial or otherwise) of Borrower or any Guarantor, other than the Minimum Required Debt Service Coverage Ratio but equal financial conditions and business of General Sound (Texas) Company; and (2) no damage, destruction or loss of any of Borrower's or any Guarantor's property, whether or not covered by insurance, materially and adversely affecting Borrower's or any Guarantor's business or property. 12. In order to induce Lender to continue to provide financing under the Revolving Loan and extend the revolving credit facility, Borrower shall have paid to Lender on or greater than before the Remargin Debt Service Coverage Ratiodate of this Agreement a Three Thousand and 00/100 (3,000.00) Dollar commitment and closing fee, receipt of which is confirmed. 13. In order to induce Lender to enter into this Agreement, and pursuant to the Administrative Agent, on behalf existing terms and conditions of the LendersLoan Agreement, shall temporarily suspend Borrower acknowledges that it is responsible for all fees, disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Dateand expenses incurred by Lender including, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable limitation, all legal fees and disbursements incurred by Lender in connection with such repayment) the Loan obligations of Borrower and/or any guarantor to Lender. 14. Any reference in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable document executed and/or delivered in connection with such repayment) the Loan in an amount sufficient Agreement to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment "Agreement" or the "Loan Agreement" shall mean the revolving loan agreement dated October 9, 2003 as if repaid on amended by the applicable Test Date) to at least equal first amendment dated April 11, 2005 and this Agreement. All of the Minimum Required Debt Service Coverage Ratio. For provisions of the avoidance of doubt, until such repayment is received by Administrative AgentRevolving Note, the Administrative AgentLoan Agreement and the other Loan Documents (as hereinafter defined) are amended so that such terms shall be consistent with the provisions of this Agreement. Notwithstanding the foregoing, on behalf and to the extent that there is any inconsistency between the provisions of those agreements and this Agreement, the Lenders, provision which gives Lender the greatest rights or protection shall suspend all disbursements of Revolving Loan Proceedsgovern except as specifically modified by this Agreement.

Debt Service Coverage Ratio. As of each Test Date, the Properties shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) IfBorrower covenants and agrees that as long as there is a principal balance outstanding under Note B, on October 1, 2005, January 1, 2006, April 1, 2006 and July 1, 2006 and on the first day of each October, January and April and July thereafter (unless such date is not a Business Day; then the next following Business Day) (each such date shall be referred to herein as a “Calculation Date”) during the term of any Test Datethe Loan, if the Ongoing Debt Service Coverage Ratio is less than 1.50 then Borrower shall (i) prepay or cause to be prepaid to Lender that portion of the Minimum Required outstanding principal balance of Note B necessary so that, upon recalculation, the Debt Service Coverage Ratio but shall be equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or 1.50 and (ii) Borrowers have repaid (without penalty pay or fee other than cause to be paid to Lender any Consequential Loss that may be payable Breakage Fee due in connection with such repayment) prepayment (the Loan aggregate amount required to be paid by Borrower in an amount sufficient this sentence shall be referred to cause as the Ongoing “Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on Paydown Amount”). If the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than 1.50 on any Calculation Date and Lender does not receive the Remargin Debt Service Coverage RatioPaydown Amount within five (5) Business Days after notice to Borrower that such amount is due then such failure shall be an Event of Default hereunder (with no further notice or grace periods required to be provided to Borrower). Notwithstanding the aforesaid, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may in no event shall Borrower be payable in connection with such repayment) required to prepay Note A to achieve the Loan in an amount sufficient to cause the Ongoing aforesaid Debt Service Coverage Ratio (calculated after giving effect i.e., the Debt Service Paydown Amount shall not exceed the then outstanding principal balance of Note B). Additionally, if Lender has not received the Debt Service Paydown Amount required to such repayment be paid as if repaid on aforesaid within said five (5) Business Day period then Lender shall have the applicable Test Dateright, any time thereafter, in its sole and absolute discretion to purchase an Interest Rate Cap Agreement, from an issuer acceptable to Lender and in form and substance acceptable to Lender, in a notional amount equal to $5,000,000 and with a LIBOR strike price equal to the interest rate, as determined by Lender in its sole discretion, required to cover additional LIBOR Rate (as defined in Note B) increases over the remainder of the term of the Loan in order to at least equal the Minimum Required achieve a Debt Service Coverage Ratio. For Ratio equal to 1.50 on the avoidance date of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf Lender’s purchase of the LendersInterest Rate Cap Agreement. Borrower shall pay the cost of this Interest Rate Cap Agreement promptly after receipt of an invoice therefor and the cost therefore shall be deemed an Advance hereunder from the date of acquisition until so paid. Borrower shall provide Lender with any information reasonably requested by Lender in order for Lender to make the determinations required herein. (b) At any time during the term of the Loan, Borrower may elect to purchase, in lieu of the requirement to make any Debt Service Paydown Amount, an Interest Rate Cap Agreement satisfying all of the terms and provisions of Exhibit D attached hereto. Upon Lender’s receipt of said Interest Rate Cap Agreement and satisfaction of all provisions set forth in Exhibit D attached hereto, Borrower shall suspend all disbursements of Revolving Loan Proceedsnot be required to make any Debt Service Paydown Amount. If, however, at any time thereafter the requirements set forth in Exhibit D attached hereto are not satisfied, then Borrower shall automatically be required to pay each Debt Service Paydown Amount as required by subsection (a) above.

Debt Service Coverage Ratio. (a) As of each Test Date, the Properties shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) . If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Property does not meet such Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, Borrowers shall (in their sole discretion) have the Administrative Agentright to, on behalf within ten (10) Banking Days after receipt of the Lenderswritten notice from Lender, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) deposit into an interest-bearing account of Borrowers maintained with Lender (the Properties have achieved “Interest Reserve Account”) an amount, reasonably determined by Lender, equal to the Minimum Required Debt Service Coverage Ratio as of any subsequent interest that is anticipated to accrue on the Loan for the six (6) month period following such Test Date, using the then current Base Rate (as defined in the Note), taking into account any related swap rate, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) repay the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, . If as of any the next succeeding Test Date, Date the Ongoing Debt Service Coverage Ratio is less than shall equal or exceed the Remargin Minimum Required Debt Service Coverage Ratio, provided that no Event of Default exists, any funds held in the Interest Reserve Account will be released to Borrowers. (b) Should the Ongoing Debt Service Coverage Ratio be less than the Minimum Required Debt Service Coverage Ratio for two (2) consecutive Test Dates, Borrowers shallmust, within thirty ten (3010) days following Banking Days after receipt of written demand notice from Administrative AgentLender, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) principal of the Loan outstanding in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to be at least 1.15:1.00 as of such repayment as if repaid on the applicable second Test Date) . Provided that no Event of Default exists, any amounts then on deposit in the Interest Reserve Account may be applied by Borrowers toward any such required payment. Any amounts remaining on deposit in the Interest Reserve Account following any payment made by Borrower to at least equal cause the Minimum Required Ongoing Debt Service Coverage RatioRatio to be at least 1.15:1.00 shall, provided no Event of Default exists, be returned to Borrowers. (c) The Interest Reserve Account shall be subject to a security interest granted to Lender as security for the Obligations pursuant to the Security Agreement. For Upon the avoidance occurrence of doubtan Event of Default, until such repayment is received by Administrative Agent, Lender may exercise its rights and remedies with respect to the Administrative Agent, on behalf Interest Reserve Account to the extent provided in the Security Agreement. (d) Upon the full and final satisfaction of the LendersObligations, Lender shall suspend release all disbursements of Revolving Loan Proceedsfunds then remaining on deposit in the Interest Reserve Account and promptly remit the same to the party or parties legally entitled thereto.

Debt Service Coverage Ratio. As of each Test Loan Parties shall cause the Premises to maintain, as to any Testing Determination Date, the Properties shall maintain an Ongoing a Debt Service Coverage Ratio of not less than 1.00:1.00 (the Minimum Required Debt Service Coverage Ratio, provided, however, “Default DSCR”); provided that if the Properties do not meet such Minimum Required failure of the Premises to maintain a Debt Service Coverage Ratio as greater than or equal to the Default DSCR at any time shall not constitute a Default or an Event of any Test Default if, within ten (10) Business Days after the delivery of the Compliance Statement required to be delivered to Agent pursuant to Section 6.1(c) for the Calendar Quarter ending on such Testing Determination Date, Borrower either (y) makes a partial principal prepayment of the following provisions Loan in an amount such that, after giving effect thereto as though made on the first day of the twelve (12) month period ending on such Testing Determination Date most recently ended (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period), the Debt Service Coverage Ratio would be greater than or equal to the Default DSCR or (z) Borrower delivers to Agent a Default DSCR Letter of Credit or a Default DSCR Cash Deposit. Any such Letter(s) of Credit or Default DSCR Cash Deposit delivered to Agent shall apply: (a) Ifbe held in accordance with Section 3.6. Provided no Default or Event of Default exists, Agent shall return each Default DSCR Letter of Credit or the Default DSCR Cash Deposit, as of any Test Dateapplicable, then being held by Agent at such time as the Ongoing Adjusted Debt Service Coverage Ratio shall have been equal to or greater than 1.10:1.00 for two (2) consecutive Testing Determination Dates; provided that, if the Adjusted Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio1.10:1.00 for two (2) consecutive Testing Determination Dates, the Administrative then Agent, may, if directed by the Requisite Lenders, draw on behalf such Default DSCR Letter of Credit and apply the proceeds thereof or apply the Default DSCR Cash Deposit to the Obligations in such order as Agent may elect. Any prepayment made in accordance with this Section 6.33 shall not be subject to payment of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio. For the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan ProceedsPrepayment Fee.

Debt Service Coverage Ratio. As (a) Beginning no later than the last day of each Test Datethe sixth full month after the month in which the Premises achieve "breakeven operation" (as defined in the Loan Agreement), the Properties ratio of "net operating income" to "debt service" shall maintain an Ongoing Debt Service Coverage Ratio of not at no time be less than 1.20 to 1.0. Mortgagee's determination as to Mortgagor's compliance with this Section 4.03 shall be based on the Minimum Required Debt Service Coverage Ratioinformation provided pursuant to Section 4.01 of this Mortgage and the certificates supplied pursuant to Section 4.04 of this Mortgage. For purposes hereof "Net Operating Income" for any period shall mean the amount by which the aggregate of all rents, providedoccupancy charges, howeverpayments for assisted living services and other charges or sums received in such period with respect to the occupancy, use or right to use all or any part of the Improvements and the services available to its residents under any occupancy agreement, lease, license or other agreement exceeds the aggregate amount of money actually expended in such period on a cash basis pursuant to arms length transactions for the following: labor costs; general maintenance, repairs and replacements; management fees to Alternative Living Services, Inc. equal to the greater of five percent (5%) of gross income of the Premises or the actual fee payable under any management agreement approved by Mortgagee; costs of licenses, permits, and similar fees relating to the operation of the Premises; premiums for insurance; charges for electricity and other utilities, assessments, real estate taxes, water charges and sewer rents (or the amounts deposited into escrow therefor); amounts required to be paid into the escrow account at Bank for capital expenditures pursuant to the Escrow, Pledge and Security Agreement; and other customary and reasonable expenses in connection with the operation, maintenance and preservation of the Property and the Improvements, all of which are subject to Mortgagee's approval. Notwithstanding the foregoing, for purposes of calculating such ratio for any period, any item of income collected or expense paid that if is applicable to other periods shall be amortized in equal installments over the Properties do periods to which each such item of income or expense is applicable, so that only that portion of such income and expense applicable to the period for which the ratio is being calculated shall be included in such calculation. Without limiting the generality of those items which shall not meet such Minimum Required Debt Service Coverage Ratio as be included among the expenses allowable for purposes of any Test Datecalculating net operating income, the following provisions shall apply: (a) Ifbe specifically excluded from such calculation: debt service; capital expenditures; depreciation and other non-cash items; and prepaid expenses that are not customarily prepaid in the ordinary course of business. For purposes hereof, as of "debt service" for any Test Date, period shall mean all principal and interest which would be payable by Mortgagor in any such period pursuant to a note in the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf outstanding principal amount of the LendersNote, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on accruing interest at the applicable Test Date) to at least equal rate set forth in the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on Note and amortizing over the applicable Test Date) to at least equal period of time set forth in the Minimum Required Debt Service Coverage Ratio. For the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan ProceedsNote.

Debt Service Coverage Ratio. As of each Test DateCommencing on December 31, the Properties 2011, Borrower shall maintain an Ongoing at all times have a Debt Service Coverage Ratio of not less than at least 1.75 to 1.00. In the Minimum Required Debt Service Coverage Ratio, provided, however, that if event the Properties do not meet such Minimum Required Debt Service Coverage Ratio as covenant is not met, Lender shall notify Borrower of any Test Date, such condition and Borrower may satisfy the following provisions shall apply: (a) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shallcovenant by, within thirty (30) days following receipt of written demand from Administrative Agentsuch notice, repay either (without penalty or fee other than any Consequential Loss that may be payable in connection with such repaymentA) making a principal curtailment on the Loan (which shall not be credited towards future principal amortization required under the Loan Documents) in an amount sufficient to cause the Ongoing bring this Debt Service Coverage Ratio into compliance and/or (calculated after giving effect B) provide additional collateral acceptable to Lender, which shall have value (as determined by Lender) which would, assuming such repayment as if repaid on collateral were liquidated and applied to reduce the applicable Test Date) outstanding principal amount of the Loan, be sufficient to at least equal satisfy the Minimum Required Debt Service Coverage RatioRatio covenant. For If Borrower fails to satisfy the avoidance Debt Service Coverage Ratio covenant within such thirty (30) day period, such condition shall constitute an immediate Event Default. If Borrower has provided additional collateral to Lender to satisfy the Debt Service Coverage Ratio covenant set forth in this Section and subsequently Borrower satisfies such Debt Service Coverage Ratio covenant for two (2) consecutive calendar quarters without reliance on such additional collateral (and such additional collateral is not required to satisfy any other covenant contained herein or in the other Loan Documents) as determined by Lender, then, provided no Event of doubtDefault exists, until upon request of Borrower, Lender shall release such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan Proceedsadditional collateral.

Debt Service Coverage Ratio. As of each Test Loan Parties shall cause the Premises to maintain, as to any Testing Determination Date, the Properties shall maintain an Ongoing a Debt Service Coverage Ratio of not less than 1.15:1.00 (the Minimum Required Debt Service Coverage Ratio, provided, however, “Default DSCR”); provided that if the Properties do not meet such Minimum Required failure of the Premises to maintain a Debt Service Coverage Ratio greater than or equal to the Default DSCR at any time shall not constitute a Default or an Event of Default if, within thirty (30) days after the delivery of the Quarterly Compliance Statement required to be delivered to Agent pursuant to Section 6.1(c) for the Calendar Quarter ending on such Testing Determination Date, Borrower either (y) makes a partial principal prepayment of the Loan in an amount such that, after giving effect thereto as though made on the first day of the twelve (12) month period ending on such Testing Determination Date most recently ended (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period), the Debt Service Coverage Ratio would be greater than or equal to the Default DSCR (which prepayment Borrower shall not be permitted to make prior to the Permitted Prepayment Date) or (z) Borrower delivers to Agent a Default DSCR Letter of Credit. Any such Letter(s) of Credit delivered to Agent shall be held in accordance with Section 3.6. Agent shall return each Default DSCR Letter of Credit then being held by Agent at such time as the Adjusted Debt Service Coverage Ratio shall have been equal to or greater than the Minimum DSCR as of any Test Datetwo (2) consecutive Testing Determination Dates; provided that, if the following provisions shall apply: (a) If, as of any Test Date, the Ongoing Adjusted Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage RatioDSCR for four (4) consecutive Testing Determination Dates, the Administrative then Agent, may, if directed by the Requisite Lenders, draw on behalf such Default DSCR Letter of Credit and apply the proceeds thereof to the Obligations in such order as Agent may elect. Any prepayment made in accordance with this Section 6.33 shall not be subject to payment of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio. For the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan ProceedsPrepayment Fee.

Debt Service Coverage Ratio. As of each Test Date, the Properties shall The Borrower will maintain an Ongoing its Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio1.25 to 1.00, the Administrative Agent, on behalf determined as of the Lendersend of each fiscal quarter for the four (4) fiscal quarters of the Borrower ending on such date of determination, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required or such shorter period approved by Lender in its sole but reasonable discretion. The Debt Service Coverage Ratio as for each of any subsequent Test Date, or the four (ii4) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) calendar quarters preceding the Loan in an amount sufficient to cause determination date must meet the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on requirements. Each component of the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than shall be determined in accordance with commercially reasonable accounting standards. All components of the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio shall be calculated on an aggregate basis. (calculated after giving effect i) If Borrower fails to such repayment as if repaid satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e) for any calendar quarter, Borrower shall have a grace period of one (1) calendar quarter (beginning on the applicable Test Datefirst day following the calendar quarter for which the Debt Service Coverage Ratio requirements were not satisfied) to return the Debt Service Coverage Ratio to at least equal 1.25 to 1.00. (ii) If Borrower fails to satisfy the Minimum Required Debt Service Coverage Ratio. For Ratio requirements of Section 5.01(e) prior to the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf expiration of the Lendersapplicable grace period under Section 5.01(e)(i), Borrower shall suspend all disbursements have an additional grace period of Revolving Loan Proceedsone (1) calendar quarter (beginning on the first day following the expired grace period under Section 5.01(e)(i)) to provide Lender with Additional Eligible Real Property, acceptable to Lender in its sole but reasonable discretion, as additional collateral security pursuant to Section 2.08 that will cause the Debt Service Coverage Ratio to satisfy the requirements of Section 5.01(e) (for the calendar quarter ending on the expiration of the grace period under Section 5.01(e)(i)) upon inclusion of one or more Properties. In order to be entitled to the benefits of the grace period under this Section 5.01(e)(ii), Borrower must be exercising its best efforts, in Lender's sole but reasonable discretion, to add Additional Eligible Real Property as additional collateral security. (iii) If Borrower fails to satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e) prior to the expiration of the applicable grace period under Section 5.01(e)(ii), Borrower shall have an additional grace period of ten (10) days to satisfy the Debt Service Coverage Ratio requirements of Section 5.01(e). If Borrower fails to satisfy such requirements after such additional grace period, Lender may reduce the Commitment in an amount reasonably related to the decreased value of the Lender's collateral security due to such failure, as determined in Lender's sole but reasonable discretion.

Debt Service Coverage Ratio. As Borrower shall achieve, by the quarters ending on the schedule below, and maintain thereafter throughout the term, and within forty-five (45) days after the end of each Test Datefiscal quarter of Borrower, provide evidence to Lender of the achievement of, the Properties shall maintain an Ongoing following Debt Service Coverage Ratio Ratios until the Loan is paid in full: If Borrower fails to achieve or provide evidence of not less than achievement of the Minimum Required Debt Service Coverage Ratio, providedBorrower may deposit with Lender, howeverat Borrower’s option within fifteen (15) days of such failure, that if additional cash or other liquid collateral in an amount which, when added to the Properties do not meet such Minimum Required Debt Service Coverage Ratio as first number of any Test Date, the following provisions shall apply: (a) If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, would have resulted in the Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required noncomplying Debt Service Coverage Ratio as having been satisfied. If after Borrower has deposited such additional cash or liquid collateral, Borrower again fails to achieve or provide evidence of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause achievement of the Ongoing Debt Service Coverage Ratio requirement set forth above and such failure continues for two (calculated after giving effect 2) consecutive quarters, Borrower may deposit with Lender, at Borrower’s option within fifteen (15) days of such failure, additional cash or other liquid collateral (with credit for amounts currently being held by Lender pursuant to such repayment as the foregoing sentence), in an amount which, if repaid the same had been applied on the applicable Test Datefirst (1st) to at least equal day of the Minimum Required Debt Service Coverage Ratio; (b) If, as first quarter for which such noncompliance of any Test Date, the Ongoing Debt Service Coverage Ratio is less than occurred to reduce the Remargin Debt Service Coverage Ratiooutstanding principal indebtedness of the Loan, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable would have resulted in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing noncomplying Debt Service Coverage Ratio (calculated after giving effect having been satisfied. Any additional cash or liquid collateral deposited by a Borrower hereunder in order to such repayment as if repaid on achieve the applicable Test Date) to at least equal the Minimum Required required Debt Service Coverage Ratio. For Ratio and cure any existing default with respect thereto will be held by Lender in a standard custodial account and shall constitute additional Collateral for the avoidance Loan Obligations and an “Account” as defined in this Agreement, and, upon the occurrence of doubtan Event of Default, until may be applied by Lender, in such repayment is received by Administrative Agentorder and manner as Lender may elect, to the Administrative Agent, on behalf reduction of the LendersLoan Obligations. Borrower shall not be entitled to any interest earned on such additional Collateral. Provided that there is no outstanding Default or Event of Default, shall suspend all disbursements of Revolving such additional Collateral which has not been applied to the Loan ProceedsObligations will be released by Lender at such time as Borrower provides Lender with evidence that the required Debt Service Coverage Ratio outlined above has been achieved and maintained (without regard to any cash deposited pursuant to this Section) for two (2) consecutive fiscal quarters.

Debt Service Coverage Ratio. As of each Test Date, commencing on March 31, 2027, the Properties shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Ongoing Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) If, as of any Test Date, the fail to maintain an Ongoing Debt Service Coverage Ratio is of not less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated for two successive and consecutive Test Dates occurring on or after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) IfMarch 31, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio2027, Borrowers shall, within thirty (30) days following receipt of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Remargin Debt Service Coverage Ratio. For the avoidance of doubt, (x) until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall may in its discretion suspend all disbursements of Revolving Additional Loan Proceeds, Subaccount Disbursements and Cash Sweep Disbursements (such period of suspension, a “DSCR Trigger Period”) and (y) once such repayment is received by Administrative Agent, such DSCR Trigger Period shall end and the Borrowers shall be deemed to be compliant with this Section 4.22.

Debt Service Coverage Ratio. (a) As of each Test Date, the Properties Property shall maintain an Ongoing Debt Service Coverage Ratio of not less than the Minimum Required Debt Service Coverage Ratio, provided, however, that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) . If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Property does not meet such Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, Borrower shall (in its sole discretion) have the right to, within ten (10) Business Days after receipt of written notice from Administrative Agent, on behalf either (without payment of the Lendersany fee, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either premium or penalty) (i) deposit into an interest-bearing account of Borrower maintained with Administrative Agent (the Properties have achieved “Interest Reserve Account”) an amount, reasonably determined by Administrative Agent, equal to the Minimum Required Debt Service Coverage Ratio as of any subsequent interest that is anticipated to accrue on the Loan for the six (6) month period following such Test Date, using (A) with respect to any portion of the outstanding principal balance of the Loan which is not subject to a Swap Contract, the then current LIBOR Rate plus one-quarter of one percent (0.25%) per annum), or (B) with respect to any portion of the outstanding principal balance of the Loan which is subject to a Swap Contract, the fixed rate payable by Borrower under such Swap Contract, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) repay the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, . If as of any the next succeeding Test Date, Date the Ongoing Debt Service Coverage Ratio is less than shall equal or exceed the Remargin Minimum Required Debt Service Coverage Ratio, Borrowers shallprovided that no Default exists, any funds held in the Interest Reserve Account will be released to Borrower. (b) Should the Ongoing Debt Service Coverage Ratio be less than the Minimum Required Debt Service Coverage Ratio for two (2) consecutive Test Dates, Borrower must, within thirty (30) days following after receipt of written demand notice from Administrative Agent, repay (without penalty payment of any fee, premium or fee other than any Consequential Loss that may be payable in connection with such repaymentpenalty) principal of the Loan outstanding in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to be at least 1.30:1.00 as of such repayment as if repaid on the applicable second Test Date) . Provided that no Default exists, any amounts then on deposit in the Interest Reserve Account may be applied by Borrower toward any such required payment. Any amounts remaining on deposit in the Interest Reserve Account following any payment made by Borrower to at least equal cause the Minimum Required Ongoing Debt Service Coverage Ratio. For Ratio to be at least 1.30:1.00 shall, provided no Default exists, be returned to Borrower. (c) The Interest Reserve Account shall be in the avoidance name of doubt, until such repayment is received by Borrower for the benefit of Administrative Agent, provided that Borrower shall be the owner of all funds (including any accrued interest) on deposit in such account for all purposes, including for federal and applicable state and local tax purposes. The Interest Reserve Account shall be subject to a security interest granted to Lender as security for the Obligations pursuant to the Security Agreement (Interest Reserve Account). Upon the occurrence and during the continuance of a Default, Administrative AgentAgent may exercise its rights and remedies with respect to the Interest Reserve Account to the extent provided in the Security Agreement (Interest Reserve Account). The Interest Reserve Account shall be subject to the exclusive dominion and control of Administrative Agent and, except as otherwise expressly provided herein, neither Borrower nor any other Person claiming on behalf of or through Borrower shall have any right of withdrawal therefrom or any other right or power with respect thereto. (d) Borrower may direct that amounts on deposit in the LendersInterest Reserve Account be applied to the outstanding principal balance of the Loan, shall suspend all disbursements of Revolving Loan Proceeds.provided (i) no Default exists, and

Debt Service Coverage Ratio. As of each Test Date, the Properties Borrower shall maintain an Ongoing a minimum debt service coverage ratio (“DSCR Ratio”) of 1.35 to 1.00 as measured by Lender each calendar year end, beginning with the calendar year ending December 31, 2021. Debt Service Coverage service coverage is defined for purposes herein as Borrower’s consolidated adjusted earnings before the deduction of interest, taxes, depreciation and amortization expenses, as adjusted in a manner materially consistent with Borrower’s current and historical adjustment methodology (Adjusted EBITDA), divided by the annual debt service (defined as cash principal and interest payments plus cash payments on finance leases during the applicable period) obligations (less subordinated debt annual debt service), calculated based on the actual four preceding quarters. If the minimum DSCR Ratio is not maintained at any time during the term of not less than this Agreement, Lender reserves the Minimum Required Debt Service Coverage Ratioright to increase the interest rate as identified in the CRE Note, providedOperating LOC Note and Letter of Credit by 1.50% until the minimum DSCR Ratio is maintained. Notwithstanding the foregoing, howeverin the event that Borrower fails to comply with the DSCR Ratio set forth in this Section 5.N., until the fifteenth day after delivery of the related financial statements, Borrower shall have the right to issue equity interests for cash or otherwise receive cash contributions to the capital of Borrower, and, in each case, to contribute any such cash to the capital of Borrower, and the amount of such contribution shall be deemed to increase Adjusted EBITDA with respect to the calendar year most recently ended (the “Cure Right”); provided that if the Properties do not meet such Minimum Required Debt Service Coverage Ratio as of any Test Date, the following provisions shall apply: (a) such proceeds are actually received by Borrower no later than fifteen days after the date on which financial statements are required to be delivered with respect to such calendar year hereunder, and (b) such proceeds do not exceed the aggregate amount necessary to cure (by increasing Adjusted EBITDA) such Event of Default under this Section 5.N. for such period. If, as of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Minimum Required Debt Service Coverage Ratio but equal to or greater than the Remargin Debt Service Coverage Ratio, the Administrative Agent, on behalf of the Lenders, shall temporarily suspend all disbursements of Revolving Loan Proceeds until either (i) the Properties have achieved the Minimum Required Debt Service Coverage Ratio as of any subsequent Test Date, or (ii) Borrowers have repaid (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to the foregoing pro forma adjustment, Borrower is in compliance with the DSCR Ratio set forth in this Section 5.N., Borrower shall be deemed to have satisfied the requirements of this Section 5.N. as of the relevant date of determination with the same effect as though there had been no failure to comply on such repayment as if repaid on date, and the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio; (b) If, as breach or default of any Test Date, the Ongoing Debt Service Coverage Ratio is less than the Remargin Debt Service Coverage Ratio, Borrowers shall, within thirty (30) days following receipt this Section 5.N. that had occurred shall be deemed cured for purposes of written demand from Administrative Agent, repay (without penalty or fee other than any Consequential Loss that may be payable in connection with such repayment) the Loan in an amount sufficient to cause the Ongoing Debt Service Coverage Ratio (calculated after giving effect to such repayment as if repaid on the applicable Test Date) to at least equal the Minimum Required Debt Service Coverage Ratio. For the avoidance of doubt, until such repayment is received by Administrative Agent, the Administrative Agent, on behalf of the Lenders, shall suspend all disbursements of Revolving Loan Proceedsthis Agreement.