Worth
$
B.
Minimum Required
Consolidated Net Worth:
1.
$
.00 :
$
2.
plus 80% of net equity capital proceeds raised since December 19, 2014:
$
Minimum Required Consolidated Net Worth: (III.B.1 plus
III.B.2):
[$
]
C.
Compliance: Yes/No
IV.
Section 6.12(d)
- Minimum Cash Distribution Ratio.
A.
Total cash distributions as of
Statement Date (net of any distributions through dividend reinvestment policy):
$
B.
FFO
$
C.
Cash Distribution
Ratio (Line V.A ÷ Line V.B):
%
Maximum Permitted:
95 %
D.
Compliance: Yes/No
V.
Section 6.12(e) - Maximum Secured Indebtedness Ratio.
A.
Borrower's total Secured Indebtedness
$
B.
Borrower's Gross Asset Value
$
C.
Ratio (Line V.A ÷ Line
V.B):
%
C-4
Form of Compliance Certificate
VI.
Section 6.12(f) - Maximum Secured Recourse Debt.
A.
Borrower's
total secured recourse debt:
$
B.
Gross Asset Value
$
C.
Ratio (Line VI.A ÷ Line VI.B):
%
Maximum
Permitted
15 %
D.
Compliance: Yes/No
VII.
Section 6.12(g) - Maximum
Other Investments.
A.
Other Investments
1.
Unimproved land:
$
2.
plus Development Properties:
$
3.
plus mortgage notes:
$
4.
Total Other Investments:
$
B.
Gross Asset Value:
$
C.
Ratios:
(Line VII. A.1 to Line VII B) (Line VII A.3 to Line VII.B) (Line VII.A.4 ÷ Line
VII.B)
%
%
%
Maximum Permitted:
5
10
25
%
%
%
D.
Compliance: Yes/No
VIII.
Section 6.12(h) - Unsecured Interest
Coverage.
A.
Adjusted NOI for the applicable period:
$
B.
Unsecured Interest Expense for the applicable period:
$
C.
Unsecured Interest Coverage (Line VIII.A÷VIII.B):
$
Minimum Required:
1.75 to 1.0
D.
Compliance: Yes/No
C-5
Form of Compliance Certificate
EXHIBIT D
FORM
OF
ASSIGNMENT AND ASSUMPTION
[THIS EXHIBIT D IS A KEYBANK PREFERENCE OR POLICY. Do not alter without the
approval of the Legal Department and Commercial Agency Management.]
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.]. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Term Loan Agreement identified below (the "Loan Agreement"), receipt of a copy
of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date inserted by Agent as
contemplated below (i) all of [the Assignor's][the respective Assignors'] rights
and