. Each property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria”.

“Unencumbered Property Value” means the aggregate Property Value with respect to all Unencumbered Properties that are Stabilized Properties.

§10.11 Unencumbered Properties. The Agent shall have received an executed Property Addition Request in respect of the Initial Unencumbered Properties and evidence reasonably satisfactory to Agent that all Liens (other than Permitted Liens) in respect of Unencumbered Properties shall have been terminated (or shall be terminated upon disbursement of the initial Loans).

“Adjusted Consolidated Unencumbered EBITDA” means, for any period, that portion of Adjusted Consolidated EBITDA for such period generated by Unencumbered Properties (following deductions for deemed capital expenditure reserves applicable to such Unencumbered Properties as set forth in the definition of Adjusted Consolidated EBITDA).

§5. UNENCUMBERED PROPERTIES.

Properties. (a) Except as would not have a Material Adverse Effect, each Loan Party and each Restricted Subsidiary have good record, valid and marketable title in fee simple to, or valid leasehold interests in (to the extent such ownership or leasing concepts are applicable to such property in the jurisdiction in which it resides), all Material Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except for Permitted Liens and defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and each of its Restricted Subsidiaries, taken as a whole, # is in good operating order, condition and repair (ordinary wear and tear excepted) and # constitutes all the property which is necessary for the business and operations of the Loan Parties as presently conducted except to the extent that any failure would not reasonably be expected to result in a Material Adverse Effect.

to Unencumbered Properties held by parties that are not

“Unencumbered Interest Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of # Unencumbered NOI for all Unencumbered Eligible Properties for such fiscal quarter to # Unsecured Interest Expense for such fiscal quarter.

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

Unencumbered Pool NOI. As of any date of calculation, the aggregate Adjusted Net Operating Income from all Unencumbered Properties for the trailing twelve (12) months; provided that, for calculation purposes, # revenues from any single tenant (together with its Affiliates) shall be limited to less than or equal to ten percent (10%) of the Unencumbered Pool NOI at any time; # from and after ​, the aggregate Adjusted Net Operating Income from Unencumbered Properties located in any single metropolitan statistical area shall be limited to less than or equal to twenty five percent (25%) of the Unencumbered Pool NOI at any time, provided; however, for the two (2) calendar quarters immediately following the acquisition of additional Unencumbered Properties financed principally with Unsecured Indebtedness, such limit shall be increased to thirty percent (30%), provided that such increased limit shall only be permitted up to two (2) times during the term of this Agreement (as may be extended in accordance with the terms hereof); and # Adjusted Net Operating Income from Unencumbered Properties that are subject to a Ground Lease shall be limited to less than or equal to fifteen percent (15%) of the Unencumbered Pool NOI at any time.

“Unencumbered NOI” means, as for any period, the aggregate NOI that is attributable to all Unencumbered Eligible Properties owned, or ground leased pursuant to an Eligible Ground Lease, during such period; provided, that not more than 30% of the aggregate Unencumbered NOI

Unencumbered Pool Value. As of any date of calculation the sum of the Value of each Unencumbered Property as of such date. For the avoidance of doubt, the Adjusted Net Operating Income of the Unencumbered Properties for purposes of calculating Value shall be subject to the concentration limits set forth in the definition of Unencumbered Pool NOI.

for all Unencumbered Eligible Properties at any time may come from any single tenant (together with its Affiliates), with any excess over the foregoing limit being excluded from such aggregate Unencumbered NOI.

§8.6 Compliance with Environmental Laws. None of the Credit Parties will do any of the following: # use any of the Unencumbered Properties or any portion thereof as a facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of a Subsidiary Guarantor’s or its tenants’ business and in material compliance with all applicable Environmental Laws, # cause or permit to be located on any of the Unencumbered Properties any underground tank or other underground storage receptacle for Hazardous Substances except in material compliance with Environmental Laws, # generate any Hazardous Substances on any of the Unencumbered Properties except in material compliance with Environmental Laws, # conduct any activity at any Unencumbered Properties or use any Unencumbered Properties in any manner that would reasonably be expected to cause a Release of Hazardous Substances on, upon or into the Unencumbered Properties or any surrounding properties which would reasonably be expected to give rise to liability under CERCLA or any other Environmental Law, or # directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws), except, any such use, generation, conduct or other activity described in clauses # to # of this §8.6 would not reasonably be expected to have a Material Adverse Effect.

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.

Addition of Unencumbered Property. [Each of the][The] Borrower [and the Joining Party] hereby certifies that, as of the date hereof,