Asset Value. Fail to maintain, at any time, together with its Subsidiaries on a consolidated basis, Assets with an aggregate fair market value of at least $500,000,000.

“Unencumbered Asset Value” means the sum of, without duplication, # the Value of all Properties (other than Pre-Leased Development Properties) that are Unencumbered Assets, provided that, with respect to any Unencumbered Assets that are Wholly-Owned by a Subsidiary that is not a Wholly Owned Subsidiary, the Value of such Properties shall be limited to the pro rata interest (based on the percentage ownership of Equity Interests in the applicable Subsidiary owned by the Consolidated Parties) in such Properties; plus # the Value of all Pre-Leased Development Properties that are Unencumbered Assets, plus # the Value of unrestricted cash and Cash Equivalents held by the Loan Parties in excess of $20,000,000; provided, however, that # to the extent the Value of Pre-Leased Development Properties included in the amount calculated pursuant to [clause (b) above], as determined on any calculation date, exceeds twenty percent (20.0%) of the total Unencumbered Asset Value, such Value of Pre-Leased Development Properties to be included in the calculation of Unencumbered Asset Value shall be automatically reduced to an amount which is equal to twenty percent (20.0%) of the total Unencumbered Asset Value (before taking into account the reduction in the total Unencumbered Asset Value resulting from such reduction), and # to the extent the Properties that are Wholly-Owned by a Subsidiary that is not a Wholly Owned Subsidiary included in the amount calculated pursuant to [clause (a) above], as determined on any calculation date, exceeds fifteen percent (15.0%) of the total Unencumbered Asset Value, the Value of such Properties to be included in the calculation of Unencumbered Asset Value shall be automatically reduced to an amount which is equal to fifteen percent (15.0%) of the total Unencumbered Asset Value (before taking into account the reduction in the total Unencumbered Asset Value resulting from such reduction).

Ratio of Indebtedness to Total Asset Value. The Parent shall not permit the ratio of # Indebtedness of the Parent and its Consolidated Subsidiaries to # Total Asset

Ratio of Secured Indebtedness to Total Asset Value. The Parent shall

“Significant Subsidiary” means any Eligible Unencumbered Property Subsidiary, any Subsidiary of the Borrowers which is a Guarantor, and any other Subsidiary of the Borrowers which contributes at least $25,000,000 to Total Asset Value.

for Unencumbered Asset Value, the undepreciated book value of Acquired Properties;

“Minimum Property Condition” means, at any time, the aggregate Unencumbered Asset Value of all Unencumbered Eligible Properties is at least $500,000,000.

provided, however that # not more than fifteen percent (15%) of the Unencumbered Asset Value at any time may be in respect of Unencumbered Eligible Properties that are subject to Eligible Ground Leases (rather than Wholly-Owned in fee simple), with any excess over the foregoing limit being excluded from Unencumbered Asset Value and # not more than fifteen percent (15%) of the Unencumbered Asset Value at any time may be in respect of Unencumbered Eligible Properties that are not an operating gasoline station, a convenience store or another Permitted Business operating adjacent to or in connection with an operating gasoline station or convenience store owned or ground leased by the Consolidated Group.

for all calculations related to Unencumbered Asset Value (other than with respect to Acquired Properties), the Annualized Adjusted NOI allocable to such Property, divided by the Capitalization Rate; and

Properties owned by an Unconsolidated Joint Venture Entity, equal to the book value (net of impairments) of Holdings’ direct or indirect investment in such Unconsolidated Joint Venture Entity, provided that the aggregate amount under this clause (e) shall not contribute more than 30% of Total Adjusted Asset Value plus # the book value (net of impairments) of all watershed land, conservation land and pasture land of Holdings and its Subsidiaries not included in [clauses (a) through (e) above], plus # the book value (net of impairments) of all assets of Holdings and its Subsidiaries not included in [clauses (a) through (f) above], provided that # the aggregate book value of such other assets shall be included in the determination of Total Adjusted Asset Value only to the extent it comprises 10% or less of the Total Adjusted Asset Value, and # the portion of Total Adjusted Asset Value derived from [clauses (d) through (g)] of this definition shall not exceed 25% of the total amount of the Total Adjusted Asset Value.