Document


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2018 (December 7, 2018)


FRONT YARD RESIDENTIAL CORPORATION
(Exact name of Registrant as specified in its charter)

MARYLAND
 
001-35657
 
46-0633510
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

c/o Altisource Asset Management Corporation
5100 Tamarind Reef
Christiansted, United States Virgin Islands 00820
(Address of principal executive offices including zip code)

(340) 692-1055
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
 
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 





Item 1.01
 
Entry into a Material Definitive Agreement

New Loan Agreement with Morgan Stanley Bank, N.A.

On December 7, 2018, HOME SFR Borrower, LLC (“HOME Borrower”), a subsidiary of Front Yard Residential Corporation (the “Company”), entered into a new loan agreement (the “MS Loan Agreement”) for an aggregate principal amount of approximately $505.0 million (the “MS Loan”) among HOME Borrower, as borrower; Morgan Stanley Bank, N.A. (“Morgan Stanley”) and such other persons that may from time to time become a party to the MS Loan, as lenders; Morgan Stanley Mortgage Capital Holdings LLC, as administrative agent; and Wells Fargo Bank, N.A., as paying agent and calculation agent. Pursuant to the MS Loan Agreement, the MS Loan has a five year term and an interest rate of 1-month LIBOR plus a fixed spread of 1.80%. The MS Loan Agreement can be prepaid without penalty at any time after December 7, 2021, and is secured by the equity interests in HOME Borrower and mortgages on the 4,262 single-family residential rental properties financed under the MS Loan (the “SFR Properties”).

Also on December 7, 2018, with a portion of the proceeds of the MS Loan, HOME Borrower repaid in full and terminated its prior financing of the SFR Properties pursuant to a loan agreement, dated as of October 7, 2016 (the “MSR Loan Agreement”) among HOME Borrower and MSR Lender, LLC (“MSR Lender”). The loan made pursuant to the MSR Loan Agreement had an aggregate principal amount of $489.3 million, a maximum term of five years and bore interest at an annual rate of 1-month LIBOR plus a weighted average spread of 3.285%.

The MS Loan Agreement requires that HOME Borrower comply with various affirmative and negative covenants that are customary for loans of this type, including, but not limited to, limitations on indebtedness that HOME Borrower can incur, limitations on sales and dispositions of its properties, various restrictions on the use of cash generated by the operations of the properties while the MS Loan is outstanding and certain financial covenants related to the Company.

The foregoing description of the MS Loan Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the MS Loan Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to the Property Management Services Agreements with MSR

On December 7, 2018, concurrently with the entry into the MS Loan Agreement, HOME Borrower entered into an amendment (the “PMA Amendment”) to its Property Management Services Agreement dated September 30, 2016 (the “PMA”) with Main Street Renewal, LLC (“MSR”), the property manager for the SFR Properties under the terminated MSR Loan Agreement. The PMA Amendment provides for the orderly transition of property management for the SFR Properties to the Company's internal property management platform and the termination of the PMA. Pursuant to the PMA Amendment, HOME Borrower will continue to pay the costs and fees under the PMA associated with the property management services and will pay an aggregate amount of $3,500,000 to MSR for the transition services contemplated thereunder. It is anticipated that the transition of property management for the SFR Properties from MSR to the Company’s internal property management platform will be completed by March 30, 2019.

Also on December 7, 2018, separate wholly owned subsidiaries of the Company, HOME SFR Borrower II, LLC (“HOME Borrower II”), HOME SFR Borrower III, LLC (“HOME Borrower III”) and HOME SFR Borrower IV, LLC (“HOME Borrower IV” and, collectively with HOME Borrower II and HOME Borrower III, the “HOME SFR Subsidiaries”), each entered into separate amendments substantially similar to the PMA Amendment (each such amendment, an “Additional PMA Amendment” and collectively, the “Additional PMA Amendments”). The Additional PMA Amendments amend the Property Management Agreements that each of HOME Borrower II, HOME Borrower III and HOME Borrower IV entered into with MSR, on March 30, 2017, June 29, 2017 and November 29, 2017, respectively (collectively, the “Remaining PMAs”). Once effective, the Additional PMA Amendments will govern the orderly transition of property management from MSR to the Company's internal property management platform for the 3,465 single-family rental properties (the “Remaining SFR Properties”) owned by the HOME SFR Subsidiaries. Upon completion of the transition of the Remaining SFR Properties to the Company's internal property management platform, it is expected that all of the Company’s single-family rental properties will be managed on the Company’s internal property management platform and the Remaining PMAs with MSR will be terminated. Pursuant to the Additional PMA Amendments, the HOME SFR Subsidiaries will continue to pay the costs and fees under the Remaining PMAs associated with the property management services and will pay an aggregate amount of $1,750,000 to MSR for the transition services contemplated thereunder. The effectiveness of each of the Additional PMA Amendments and the transition schedule for the Remaining Properties are subject to, and conditioned upon, the consent of the lender financing the portion of the Remaining Properties owned by each of the HOME SFR Subsidiaries. Depending on the timing of the consent of such lender, the scheduled transition of such Additional Properties is expected to be completed between March 30, 2019 and September 30, 2019.






The foregoing description of the PMA Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the PMA Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.


Item 1.02
 
Termination of a Material Definitive Agreement

Upon completion of the transition of property management of the SFR Properties and the Remaining SFR Properties from MSR to the Company’s internal property management platform as described in item 1.01 above, the PMA and the Remaining PMAs with MSR shall be terminated and shall no longer be of force or effect.

See Item 1.01 above for a description of the termination of the PMA and the Remaining PMAs, which is incorporated herein by reference.

The foregoing description of the PMA does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the PMA, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 3, 2016, and is incorporated herein by reference.


Item 2.03
 
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01 above, which is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.

Exhibit No.
 
Description
 
Loan Agreement, dated December 7, 2018, among Home SFR Borrower, LLC, as Borrower; Morgan Stanley Bank, N.A. and the other persons from time to time party thereto, as Lenders; Morgan Stanley Mortgage Capital Holdings LLC, as Administrative Agent; and Wells Fargo Bank, N.A., as Paying Agent and Calculation Agent.
 
Amendment to Property Management Services Agreement, dated December 7, 2018, among Main Street Renewal LLC, as Manager, and HOME SFR Borrower, LLC, as Owner.






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
Front Yard Residential Corporation
December 13, 2018
By:
/s/ Robin N. Lowe
 
 
Robin N. Lowe
Chief Financial Officer



Exhibit


Exhibit 10.1
LOAN AGREEMENT
dated as of December 7, 2018
among
HOME SFR BORROWER, LLC,
as Borrower,
MORGAN STANLEY BANK, N.A.
AND THE OTHER PERSONS FROM TIME TO TIME PARTY HERETO AS LENDERS,

as Lenders,
MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,
as Administrative Agent,
and
WELLS FARGO BANK, N.A.,
as Paying Agent and Calculation Agent



    




TABLE OF CONTENTS
Page
Article I
DEFINITIONS; PRINCIPLES OF CONSTRUCTION
10

Section 1.1
Definitions
10

Section 1.2
Principles of Construction.
54

1.2.1
Certain Terms
54

1.2.2
Certain References
54

Article II
General Terms
55

Section 2.1
The Loan; Disbursement to Borrower
55

2.1.1
Agreement to Lend and Borrow.
55

2.1.2
Conditions Precedent to the Loan
55

2.1.3
Note
56

2.1.4
This Agreement and Other Loan Documents
57

2.1.5
Use of Proceeds
57

Section 2.2
Interest Rate
57

2.2.1
Interest Rate
57

2.2.2
Interest Calculation
57

2.2.3
Determination of Interest Rate; Increased Costs; Breakage Costs
58

2.2.4
Additional Costs
59

2.2.5
Default Rate
59

2.2.6
Usury Savings
60

2.2.7
Interest Rate Cap Agreement
60

Section 2.3
Loan Payment
62

2.3.1
Monthly Debt Service Payments
62

2.3.2
Payments Generally
62

2.3.3
Payment on Maturity Date
63

2.3.4
Late Payment Charge
63

2.3.5
Method and Place of Payment
63

Section 2.4
Prepayments
63

2.4.1
Voluntary Prepayments
63

2.4.2
Mandatory Prepayments
63

2.4.3
Prepayments After Default
64

2.4.4
Prepayment/Repayment Conditions
64

Section 2.5
Release or Substitution of Property
65

2.5.1
Release of a Property.
66


i




2.5.2
Substitution of a Property
67

Section 2.6
Rent Deposit Account/Cash Management.
68

2.6.1
Rent Deposit Account
69

2.6.2
Cash Management Account
70

2.6.3
Order of Priority of Funds in Cash Management Account
71

2.6.4
Application During Event of Default
73

2.6.5
Payments Received in the Cash Management Account
73

Section 2.7
Withholding Taxes
73

2.7.1
Payments Free of Taxes
73

2.7.2
Payment of Other Taxes by Borrower
74

2.7.3
Indemnification by Borrower
74

2.7.4
Evidence of Payments
74

2.7.5
Status of Lenders
74

2.7.6
Treatment of Certain Refunds
76

2.7.7
Survival
77

Section 2.8
[Reserved]
77

Section 2.9
Springing Mortgage Documents.
77

Section 2.10
The Paying Agent.
77

Section 2.11
The Calculation Agent.
82

Section 2.12
Indemnification of Administrative Agent and Paying Agent.
87

Section 2.13
[Reserved].
88

Section 2.14
Actions and Events Outside of Lenders’ and Agents’ Control.
88

Article III
REPRESENTATIONS AND WARRANTIES
88

Section 3.1
General Representations
88

3.1.1
Organization
88

3.1.2
Proceedings
89

3.1.3
No Conflicts
89

3.1.4
Litigation
89

3.1.5
Agreements
89

3.1.6
Consents
89

3.1.7
Solvency
90

3.1.8
Other Debt
90

3.1.9
Employee Benefit Matters
90

3.1.10
Compliance with Legal Requirements
90

3.1.11
Financial Information
91


ii




3.1.12
Insurance
91

3.1.13
Tax Filings
91

3.1.14
[Reserved]
91

3.1.15
Special Purpose Entity/Separateness
91

3.1.16
Management
92

3.1.17
Illegal Activity
92

3.1.18
No Change in Facts or Circumstances; Disclosure
92

3.1.19
Investment Company Act
92

3.1.20
Federal Reserve Regulations
92

3.1.21
Bank Holding Company
93

3.1.22
FIRPTA
93

3.1.23
Contracts
93

3.1.24
Patriot Act
93

3.1.25
Perfection Representations
94

3.1.26
2016-1 Loan.
95

Section 3.2
Property Representations
95

3.2.1
Property/Title
95

3.2.2
Adverse Claims
95

3.2.3
Title Insurance Owner’s Policy
95

3.2.4
Deed
96

3.2.5
Property File Required Documents
96

3.2.6
Property Taxes and Other Charges
96

3.2.7
Compliance with Renovation Standards
96

3.2.8
Condemnation; Physical Condition
96

3.2.9
Brokers
96

3.2.10
Leasing
96

3.2.11
Insurance
97

3.2.12
Lawsuits, Etc.
97

3.2.13
Orders, Injunctions, Etc.
97

3.2.14
Agreements Relating to the Properties
97

3.2.15
Accuracy of Information Regarding Property
97

3.2.16
Compliance with Legal Requirements
97

3.2.17
Utilities and Public Access
98

3.2.18
Eminent Domain
98

3.2.19
Flood Zone
98


iii




3.2.20
Specified Liens
98

Section 3.3
Survival of Representations
98

Article IV
BORROWER COVENANTS
98

Section 4.1
Affirmative Covenants
98

4.1.1
Preservation of Existence
99

4.1.2
Compliance with Legal Requirements
99

4.1.3
Special Purpose Bankruptcy Remote Entity/Separateness
99

4.1.4
Non-Property Taxes
99

4.1.5
Access to the Properties
100

4.1.6
Cooperate in Legal Proceedings
100

4.1.7
Perform Loan Documents
100

4.1.8
Award and Insurance Benefits
100

4.1.9
Further Assurances
101

4.1.10
Keeping of Books and Records
101

4.1.11
Business and Operations
101

4.1.12
True and Complete Disclosure
101

4.1.13
Loan Proceeds
102

4.1.14
Property Files
102

4.1.15
Leasing Matters
102

4.1.16
Borrower’s Operating Account
102

4.1.17
Security Deposits
102

4.1.18
Investment of Funds in Cash Management Account, Subaccounts; Rent Deposit Accounts and Security Deposit Accounts
103

4.1.19
Operation of Property
103

4.1.20
Anti-Money Laundering
104

4.1.21
OFAC
104

4.1.22
[Reserved]
104

4.1.23
Borrower TRS
104

4.1.24
Updated BPO Values
105

4.1.25
Updated Lien Searches
105

4.1.26
Costs and Expenses
105

4.1.27
Property Files Website
106

4.1.28
Delivery of Counterparty Opinion.
106

Section 4.2
Negative Covenants
106

4.2.1
Operation of Property
106

4.2.2
Indebtedness
107


iv




4.2.3
Liens
107

4.2.4
Limitation on Investments
107

4.2.5
Limitation on Issuance of Equity Interests
107

4.2.6
Restricted Junior Payments
108

4.2.7
Principal Place of Business, State of Organization
108

4.2.8
Dissolution
108

4.2.9
Change In Business
108

4.2.10
Debt Cancellation
108

4.2.11
Changes to Accounts
108

4.2.12
Zoning
109

4.2.13
No Joint Assessment
109

4.2.14
Limitation on Transactions with Affiliates
109

4.2.15
ERISA
109

4.2.16
No Embargoed Persons
109

4.2.17
Transfers
109

Section 4.3
Reporting Covenants
111

4.3.1
Financial Reporting
111

4.3.2
Annual Budget
112

4.3.3
Reporting on Adverse Effects
113

4.3.4
Litigation
113

4.3.5
Events of Default
113

4.3.6
Other Defaults
113

4.3.7
Properties Schedule
113

4.3.8
Disqualified Properties
114

4.3.9
Security Deposits
114

4.3.10
Advance Rents Received
115

4.3.11
[Reserved]
115

4.3.12
ERISA Matters
115

4.3.13
Leases
115

4.3.14
Other Reports
115

4.3.15
Anti-Money Laundering Laws; Sanctions
115

Section 4.4
Property Covenants
115

4.4.1
Ownership of the Property
115

4.4.2
Liens Against the Property
116

4.4.3
Condition of the Property
116


v




4.4.4
Compliance with Legal Requirements
116

4.4.5
Property Taxes and Other Charges
116

4.4.6
Compliance with Agreements Relating to the Properties
117

4.4.7
Leasing
117

4.4.8
Trailing Documents
117

Article V
INSURANCE; CASUALTY; CONDEMNATION
118

Section 5.1
Insurance.
118

5.1.1
Insurance Policies
118

Section 5.2
Casualty
122

Section 5.3
Condemnation
123

Section 5.4
Restoration
124

Article VI
RESERVE FUNDS
128

Section 6.1
Tax Funds; HOA Funds
128

6.1.1
Deposits of Tax Funds
128

6.1.2
Release of Tax Funds
128

6.1.3
Deposits of HOA Funds
129

6.1.4
Release of HOA Funds
129

Section 6.2
Insurance Funds
129

6.2.1
Deposits of Insurance Funds
129

6.2.2
Release of Insurance Funds
130

6.2.3
Acceptable Blanket Policy
130

Section 6.3
Capital Expenditure Funds
130

6.3.1
Deposits of Capital Expenditure Funds
130

6.3.2
Release of Capital Expenditure Funds
130

Section 6.4
Casualty and Condemnation Subaccount
131

Section 6.5
Eligibility Reserve Subaccount
131

6.5.1
Deposit of Eligibility Funds
131

6.5.2
Release of Eligibility Funds
131

Section 6.6
Lien Reserve Subaccount
131

6.6.1
Deposit of Lien Reserve Funds.
131

6.6.2
Release of Eligibility Funds.
131

Section 6.7
Advance Rent Funds
132

6.7.1
Deposits of Advance Rent Funds
132

6.7.2
Release of Advance Rent Funds
132

Section 6.8
Reserve Funds, Generally
132


vi




Article VII
DEFAULTS
133

Section 7.1
Events of Default
133

Section 7.2
Remedies
136

Section 7.3
Remedies Cumulative; Waivers
137

Section 7.4
Administrative Agent’s Right to Perform
138

Article VIII
PARTICIPATION AND SALE OF LOAN
138

Section 8.1
Sale of Loan/Participation
138

Section 8.2
Lender Record; Participant Register
140

Article IX
MISCELLANEOUS
140

Section 9.1
Survival
140

Section 9.2
Administrative Agent’s Discretion
141

Section 9.3
Governing Law; Submission to Jurisdiction
141

Section 9.4
Modification, Waiver in Writing
142

Section 9.5
Delay Not a Waiver
143

Section 9.6
Notices
144

Section 9.7
Trial by Jury
145

Section 9.8
Headings
145

Section 9.9
Severability
145

Section 9.10
Preferences
145

Section 9.11
Waiver of Notice
145

Section 9.12
Remedies of Borrower
146

Section 9.13
Indemnity
146

Section 9.14
Schedules and Exhibits Incorporated
146

Section 9.15
Offsets, Counterclaims and Defenses
146

Section 9.16
No Joint Venture or Partnership; No Third Party; Beneficiaries
147

Section 9.17
Publicity
147

Section 9.18
Cross Default; Cross Collateralization; Waiver of Marshalling of Assets
147

Section 9.19
Conflict; Construction of Documents; Reliance
148

Section 9.20
Brokers and Financial Advisors
149

Section 9.21
Prior Agreements
149

Section 9.22
Counterparts
149

Section 9.23
Ratable Payments
149

Section 9.24
Exculpation of Administrative Agent
149

Section 9.25
Patriot Act Records and Compliance
150

Section 9.26
No Fiduciary Duty
150


vii




Section 9.27
Confidentiality.
151

Section 9.28
State Specific Provisions
152

9.28.1
Florida
152

9.28.2
Georgia
153

9.28.3
Indiana
153

9.28.4
Kansas
154

9.28.5
Minnesota
154

9.28.6
Missouri
154

9.28.7
North Carolina
155

9.28.8
South Carolina
155

9.28.9
Tennessee
156

9.28.10
Texas
156

Section 9.29
Property Files Website; Access to Information
157

Section 9.30
Certain Waivers
157

Article X
ADMINISTRATIVE AGENT
157

Section 10.1
Authorization and Action.
157

Section 10.2
Administrative Agent’s Reliance.
159

Section 10.3
Collateral Matters.
159

Section 10.4
Administrative Agent and Affiliates.
160

Section 10.5
Resignation.
161



viii





SCHEDULES
Schedules and Exhibits

Schedules:

Schedule I        -     Allocated Loan Amount
Schedule II-A        -    Closing Date Properties Schedule (and Form of Monthly Properties
Schedule)
Schedule II-B        -    Form of Quarterly Rollup Report
Schedule III         -    Exceptions to Representations and Warranties
Schedule IV        -     Chief Executive Office and Employer Identification
Number
Schedule V        -    Specified Liens
Schedule VI            Unleased Properties
Schedule VII        -    [Reserved]
Schedule VIII        -    Calculations Schedule
Schedule IX        -    Previously-Owned Properties
Schedule X        -    List of Competitors


Exhibits:

Exhibit A        -    Form of Account Control Agreement
Exhibit B        -    Form of Compliance Certificate
Exhibit C        -    Form of Deposit Account Control Agreement
Exhibit D        -    Form of Request for Release
Exhibit E        -    [Reserved]
Exhibit F        -    Form of Diligence Agent Certification
Exhibit G-1        -    Form of Amended and Restated Promissory Note
Exhibit G-2            Form of Promissory Note
Exhibit H        -    [Reserved]
Exhibit I        -    Form of Final Report
Exhibit J        -    Form of Assignment and Acceptance

ix







LOAN AGREEMENT
THIS LOAN AGREEMENT, dated as of December 7, 2018 (this “Agreement”), is by and among HOME SFR BORROWER, LLC, a Delaware limited liability company, having its principal place of business at 5100 Tamarind Reef, Christiansted, USVI 00820 (“Borrower”), and MORGAN STANLEY BANK, N.A. and the other lenders from time to time party hereto (each, a “Lender”, and, collectively, the “Lenders”), MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (the “Administrative Agent”), and WELLS FARGO BANK, N.A.. (“Wells Fargo”), as paying agent (in such capacity, the “Paying Agent”) and calculation agent (in such capacity, “Calculation Agent”).

W I T N E S S E T H:
WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lenders;
WHEREAS, Lenders are willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined); and
WHEREAS, the Administrative Agent, the Paying Agent and the Calculation agent are willing to perform the respective roles assigned to them under this Agreement.
NOW THEREFORE, in consideration of the making of the Loan by Lenders and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto, intending to be legally bound, hereby covenant, agree, represent and warrant as follows:
Article IDEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1    Definitions.
For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:
“2016-1 Loan” means the indebtedness incurred by Borrower pursuant to and evidenced by the 2016-1 Loan Agreement.
“2016-1 Loan Agreement” means that certain Amended and Restated Loan Agreement, dated as of October 7, 2016, by and between Borrower and MSR Lender LLC.
Acceptable Blanket Policy has the meaning set forth in Section 5.1.1(e).
“Acceptable Counterparty” means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterparty’s obligations) that (a) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (i) a long-term unsecured debt rating of not less than “A-” by S&P and (ii) a long-term unsecured debt rating of not less than “A3” from Moody’s or (b) is otherwise acceptable to the Administrative Agent; provided, however that the rating requirement in clause (a)(i) and (ii) above shall not be applicable if the counterparty to the Interest Rate Cap Agreement is an affiliate of the Administrative Agent.

10




Acknowledgment” means an Acknowledgment made by an Acceptable Counterparty with respect to an Interest Rate Cap Agreement or a Replacement Interest Rate Cap Agreement.  
Actual Rent Collections” means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that collections of Advance Rent shall be allocated to the applicable calendar month set forth in the Advance Rent Disbursement Schedule.
Additional Insolvency Opinion” means a non-consolidation opinion letter delivered on the Closing Date or subsequent to the Closing Date, as applicable, in connection with the appointment of a Qualified Manager described in clause (iii) of the definition thereof or a request by the Administrative Agent, in form and substance and from counsel reasonably satisfactory to Administrative Agent.
Adjusted EBITDA” means, with respect to the Sponsor and any date of determination, the sum of earnings before income taxes plus interest, depreciation, and amortization, determined in accordance with GAAP, excluding extraordinary items, other non-recurring items, and material out-of-period adjustments, such as: (i) net gain on real estate and loans, (ii) REO property operating expenses, (iii) real estate selling costs and impairment, (iv) mortgage loan servicing costs, (v) acquisition fees and costs, (vi) share-based compensation, and (vii) other expense income.
Adjusted LIBOR Rate” means, for any Interest Period, an interest rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 100% minus the LIBOR Rate Reserve Percentage for such Interest Period.
Administrative Agent” means Morgan Stanley Mortgage Capital Holdings LLC, in its capacity as agent for the Lenders.
Advance Rent” means, for any given month, any Rent that has been prepaid more than thirty (30) days in advance, as measured from the date of determination.
Advance Rent Disbursement Schedule” means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account.
Advance Rent Funds has the meaning set forth in Section 6.7.1.
Advance Rent Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.7.1 titled “82561501, Advance Rent Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Affected Party” means any Lender, the Administrative Agent, individually and in its capacity as Administrative Agent, and, with respect to each of the foregoing, the parent company or holding company that controls such Person.
Affiliate” means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person.

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Agreement” has the meaning set forth in the introductory paragraph hereto.
Allocated Loan Amount” means for a Property the amount set forth on Schedule I hereto in connection with the Loan, as the same may be reduced pursuant to Section 2.4.4(d); provided that (i) if a single Substitute Property is substituted for a Replaced Property or portfolio of Replaced Properties, then the initial Allocated Loan Amount of such Substitute Property shall be the Allocated Loan Amount of such Replaced Property (or the aggregate Allocated Loan Amounts of such Replaced Properties) immediately prior to the Release Date with respect to such Replaced Property or Replaced Properties, and (ii) if two (2) or more Substitute Properties are substituted for a Replaced Property or portfolio of Replaced Properties, then the initial Allocated Loan Amount of each such Substitute Property shall be a pro rata portion of the Allocated Loan Amount of such Replaced Property (or the aggregate Allocated Loan Amounts of such Replaced Properties) immediately prior to the Release Date with respect to such Replaced Property or Replaced Properties, with such pro rata portion determined based on the Collateral Values of the Substitute Properties. For the avoidance of doubt, in connection with calculating the Release Amount in connection with any prepayments or releases of Properties contemplated by this Agreement or any other prepayment required hereunder, Administrative Agent will determine the Allocated Loan Amount for any individual Property as of the date Administrative Agent received notice of the prepayment or release from Borrower.
ALTA” means American Land Title Association, or any successor thereto.
Alternative Index” means for any Interest Period during a LIBOR Disruption Event that has occurred pursuant to clause (iv) of the definition thereof, the alternative reference rate selected by the Board of Governors of the Federal Reserve System (including any committee or working group thereof) that is consistent with accepted market practice for similar secured transactions involving single family residential real estate portfolios with similarly situated borrowers, and as to which the Administrative Agent may, in its reasonable discretion (in consultation with Borrower), with the consent of the Majority Lenders, make such adjustments to such rate or, subject to the provisions of the definition of Applicable Margin, the spread thereon, as well as the business day convention, interest determination dates and related provisions and definitions, in each case that are consistent with such accepted market practice for the use of such rate.
Alternative Rate” means, with respect to each Interest Period and each Interest Determination Date, a rate of interest per annum determined by reference to the applicable Alternative Index.
Alternative Rate Loan” means the Loan at any time the Loan accrues interest at a rate based upon the Alternative Rate.
Amortization Period” means a period commencing on any Calculation Date on which the DSCR Test, Debt Yield Test or the Combined LTV/DSCR Test is not satisfied and ending on (x) in the case of any Amortization Period commencing due to a failure to satisfy the DSCR Test, the earlier of the date on which Borrower prepays the principal amount of the Loan in an amount sufficient to satisfy the DSCR Test and the second consecutive Calculation Date on which the DSCR Test is satisfied, or (y) in the case of any Amortization Period commencing due to a failure to satisfy the Combined LTV/DSCR Test, the earliest of (i) the date on which (a) Borrower prepays the principal amount of the Loan in an amount sufficient to cause the Combined LTV/DSCR Test to be satisfied or (b) the Borrower substitutes Properties with Substitute Properties in an amount sufficient to cause the Combined LTV/DSCR Test to be satisfied, (ii) in the event there is no Borrower prepayment of principal pursuant to the prior clause (i), the second consecutive Calculation Date on which the Combined LTV/DSCR Test is satisfied, or (iii) the date on which Administrative Agent obtains Broker Price Opinions pursuant to Section 4.1.24 which demonstrate that the Combined LTV/DSCR Test is satisfied or (z) in the case of any Amortization Period commencing due to a

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failure to satisfy the Debt Yield Test, the earlier of the date on which Borrower prepays the principal amount of the Loan in an amount sufficient to satisfy the Debt Yield Test and the second consecutive Calculation Date on which the Debt Yield Test is satisfied; provided, that if an Event of Default has occurred and is continuing on the date when a Amortization Period would otherwise end, such Amortization Period shall not end unless and until no Event of Default exists and is continuing.
Annual Budget” means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis.
Anti-Money Laundering Laws means all anti-money laundering laws and regulations, including, without limitation, the Bank Secrecy Act, the Money Laundering Control Act of 1986, the Patriot Act, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, the International Emergency Economic Power Act, 50 U.S.C. § 1701 et seq. and any criminal laws of the United States of America or of any of the several states against terrorism or the laundering of money, in any case, to which any Loan Party is subject.
Applicable Margin” means, (i) with respect to the Loan that is a LIBOR Loan, one and eight-tenths of one percent (1.80%); (ii) with respect to the Loan that is a Federal Funds Rate Loan, (a) one and eight-tenths of one percent (1.80%) plus (or minus, if the difference described in the following clause (b) is negative) (b) the difference between (A) the Adjusted LIBOR Rate on the date immediately preceding the date on which the related LIBOR Disruption Event shall have occurred and (B) the Federal Funds Alternative Rate on such date; and (iii) with respect to the Loan that is an Alternative Rate Loan, the difference (expressed as the number of basis points) between (a) the sum of (1) Adjusted LIBOR Rate, determined as of the Interest Determination Date for which LIBOR was last available, plus (2) one and eight-tenths of one percent (1.80%) minus (b) the Alternative Rate as of such Interest Determination Date; provided, however, that, if such difference is a negative number, then the Applicable Margin shall be zero.
Approved Annual Budget” has the meaning set forth in Section 4.3.2.
Approved Capital Expenditures” means Capital Expenditures incurred by Borrower and either (i) if no Amortization Period is continuing, included in the Annual Budget or, if during a Amortization Period, in an Approved Annual Budget or (ii) approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, any budgeted Capital Expenditure amount for a calendar month may be carried forward if unused in such calendar month; provided, however, no such unused amount may be carried over from the last calendar month of any Approved Annual Budget to the first calendar month of the next Approved Annual Budget.
Approved Extraordinary Expense means any Extraordinary Expense incurred by Borrower during the Amortization Period and approved (or deemed approved) by Administrative Agent as provided in the immediately succeeding sentence.  If an Amortization Period exists, then such Extraordinary Expense shall be subject to Administrative Agent’s approval, which approval may not be unreasonably withheld so long as no Event of Default then exists; provided, however, that so long as no Event of Default then exists, Administrative Agent shall be deemed to have approved any Extraordinary Expense (other than fees paid to the Manager or any amounts paid to any Affiliates of Borrower that (a) do not exceed (when aggregated with any and all other requested and unpaid Extraordinary Expenses covered by the same line item of the Approved Annual Budget) ten percent (10%) of the monthly amount of the applicable line item set forth in the Approved Annual Budget for such month and (b) do not exceed (when aggregated with any and all other requested

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and unpaid Extraordinary Expenses of the same type (i.e., Operating Expenses or Capital Expenditures)) five percent (5%) of the aggregate monthly amount of the Approved Annual Budget with respect to Operating Expenses or Capital Expenditures, as applicable, for such month.
Assignment and Acceptance means an agreement substantially in the form set forth as Exhibit J pursuant to which a new Lender becomes party to this Agreement.
Available Cash has the meaning set forth in Section 2.6.3(n).
Available Unfunded Amounts” means, with respect to any Person and any loan agreement, letter of credit or other credit facility under which such Person is a borrower, any amounts undrawn by such Person but available to be drawn based on the borrowing base or other collateral value requirements under the terms of such loan agreement, letter of credit or other credit facility.
Award” means any compensation paid by any Governmental Authority in connection with a Condemnation.
Bankruptcy Action” means, with respect to any Person:
(i)    such Person shall fail generally to pay its debts as they come due, or shall make a general assignment for the benefit of creditors; or any case or other proceeding shall be instituted by such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of it or its debts under the Bankruptcy Code; or such Person shall take any corporate, limited partnership or limited liability company action to authorize any of such actions; or
(ii)    a case or other proceeding shall be commenced, without the application or consent of such Person in any court seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under the Bankruptcy Code, and (a) such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days or (b) an order for relief in respect of such Person shall be entered in such case or proceeding or a decree or order granting such other requested relief shall be entered.
Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other federal, state, local or foreign bankruptcy or insolvency law.
Blocked Account Control Agreement” means the Cash Management Agreement among the Cash Management Account Bank, Borrower, Paying Agent and Administrative Agent providing for the exclusive control of the Cash Management Account and all other Subaccounts by Administrative Agent, substantially in the form of Exhibit A or such other form as may be reasonably acceptable to Administrative Agent (on behalf of the Secured Parties).
Borrower” has the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.
Borrower Information has the meaning set forth in Section 9.27(b).

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Borrower Security Agreement” means that certain Security Agreement, dated as of the Closing Date, executed by Borrower in favor of Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
Borrower TRS” means HOME TRS, LLC, a wholly-owned Delaware limited liability company, subsidiary of Borrower that is treated for U.S. federal income tax purposes as a “taxable REIT subsidiary”.
Borrower TRS Guaranty” means that certain Borrower TRS Guaranty, dated as of the date hereof, executed by Borrower TRS and Administrative Agent for the benefit of the Lenders.
Borrower TRS Security Agreement” means that certain Security Agreement (Borrower TRS), dated as of the date hereof, executed by Borrower TRS and Administrative Agent (for itself and for the Secured Parties).
Borrower’s Operating Account has the meaning set forth in Section 4.1.16.
Borrowing Base” means, as of any date of determination, the aggregate Collateral Value of all Eligible Properties.
BPO Value” means, with respect to any Property, the “as is” value for such Property set forth in the Broker Price Opinion most recently obtained by Administrative Agent with respect to a Property (i) as of the Closing Date for such Property (or with respect to a Substitute Property, the related Release Date) or (ii) pursuant to Section 4.1.24.
Breakage Costs” has the meaning set forth in Section 2.2.3(d).
Broker Price Opinion” or “BPO” means a broker price opinion obtained by the Administrative Agent from the Diligence Agent; provided however, that if Legal Requirements require the Administrative Agent on behalf of the Lenders to obtain an appraisal in connection with any of the Properties, then Broker Price Opinion shall mean an appraisal obtained by the Administrative Agent on behalf of the Lenders in compliance with such Legal Requirements with respect to any affected Properties. Broker Price Opinions shall include such information and comply with such guidelines (including under Legal Requirements) as shall be reasonably acceptable to the Administrative Agent.
Business Day” means any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of the Administrative Agent, the Paying Agent or the financial institution that maintains the Cash Management Account for or on behalf of the Administrative Agent or any Reserve Funds or the Federal Reserve Bank of New York is not open for business.
Calculation Agent” means Wells Fargo Bank, N.A. or any replacement institution designated by the Administrative Agent with the consent of Borrower (such consent not to be unreasonably withheld) and the Majority Lenders pursuant to the terms of this Agreement. Wells Fargo Bank, N.A. will perform its duties as Calculation Agent through its Corporate Trust Services division.
Calculation Agent Fee” means (a) with respect to the initial Calculation Agent appointed under this Agreement, an amount equal to $8,500 for each Payment Date and (b) with respect to any replacement Calculation Agent, such fee as shall be agreed by the Administrative Agent with the consent of the Majority Lenders and, so long as no Event of Default then exists, with the consent of Borrower. In addition to the foregoing, Borrower shall pay to the initial Calculation Agent on the Closing Date a one-time upfront fee equal to $8,500.

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Calculation Date” means the last day of each calendar quarter during the Term, commencing with the calendar quarter ended December 31, 2018.
Cap Receipts” means all amounts received by Borrower pursuant to an Interest Rate Cap Agreement.
Capital Expenditure Funds has the meaning set forth in Section 6.3.1.
Capital Expenditure Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.3.1 titled “82561502, Capital Expenditure Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Capital Expenditures” means, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements, major repairs and leasing commissions).
Cash Equivalents” means (a) securities with maturities of 90 days or less from the date of acquisition that are issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 90 days or less from the date of acquisition and overnight bank deposits of any commercial bank, which commercial bank is organized under the laws of the United States of America or any state thereof, having capital and surplus in excess of $500,000,000, and rated at least A-1 by S&P and P-1 by Moody’s, (c) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition and (d) commercial paper (having original maturities of not more than 91 days) of a domestic issuer rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s; provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction and is not issued by an asset backed commercial paper conduit or structured investment vehicle.
Cash Management Account” means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 2.6.2(a) titled “82561503, Cash Management Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Cash Management Account Bank” means Wells Fargo Bank, N.A. or any replacement institution designated by the Administrative Agent with the consent of Borrower and Lenders pursuant to the terms of this Agreement to maintain the Cash Management Account.
Casualty” has the meaning set forth in Section 5.2.
Casualty and Condemnation Funds has the meaning set forth in Section 6.4.
Casualty and Condemnation Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.4 titled “82561504, Casualty and Condemnation Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.

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Casualty Consultant has the meaning set forth in Section 5.4(d)(iii).
Casualty Retainage has the meaning set forth in Section 5.4(d)(iv).
Casualty Threshold Amount” means, with respect to all Casualties arising from any single Casualty event, an amount equal to two percent (2%) of the Outstanding Principal Balance as of the date of such Casualty event.
Change of Control” means, (a) the acquisition by any Person (other than any Permitted Transferee, directly or indirectly, acting collectively or individually) or by any two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) of outstanding shares of voting stock, limited partnership interests or limited liability interests, as the case may be, of Sponsor or at any time if after giving effect to such acquisition such Person or Persons owns forty-nine (49%) or more of such outstanding shares of voting stock, limited partnership interests or limited liability company interests, as the case may be, (b) with respect to Borrower, if the Equity Owner ceases to directly own 100% ownership interest in Borrower, (c) with respect to Borrower TRS, if Borrower ceases to directly own 100% ownership interest in Borrower TRS or (d) with respect to the Equity Owner, if the Sponsor ceases to own directly or indirectly 100% ownership interest in the Equity Owner.
Change of Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, statute, treaty, policy, guideline or directive by any Governmental Authority, (b) any change in any law, rule, regulation, statute, treaty, policy, guideline or directive or in the application, interpretation, promulgation, implementation, administration or enforcement thereof by any Governmental Authority or (c) the making or issuance of any request, rule (including any judicial or regulatory ruling), guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change of Law”, regardless of the date enacted, adopted or issued.
Closing Date” means December 7, 2018.
Code” means the Internal Revenue Code of 1986, as amended.
Collateral” means, collectively, all of the real, personal and mixed property in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.
Collateral Assignment of Interest Rate Cap Agreement has the meaning set forth in Section 2.2.7(b).
Collateral Assignment of Leases and Rents” means an Assignment of Leases and Rents for each Property or for multiple Properties located within the same county or parish dated as of the Closing Date (or, in connection with a Property which is a Substitute Property, dated as of the Substitution Date), executed and delivered by Borrower, constituting an assignment of the Lease or the Leases, as applicable, and the proceeds thereof as Collateral for the Loan, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms. The Collateral Assignment of Leases and Rents may be included as part of the Mortgage for such Property or Properties.

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Collateral Assignment of Management Agreement” means (i) an Assignment of Management Agreement and Subordination of Management Fees among Administrative Agent, Borrower and the Manager and (ii) with respect to any Person providing property management services to the Manager with respect to the Properties pursuant to a sub-management agreement, a Collateral Assignment of Management Agreement and Subordination of Management Fees among Administrative Agent, the Manager and such Person in the form and substance reasonably acceptable to Administrative Agent (on behalf of the Secured Parties).
Collateral Documents” means the Borrower Security Agreement, the Borrower TRS Security Agreement, the Equity Owner Security Agreement, the Blocked Account Control Agreement, the Deposit Account Control Agreement, each Collateral Assignment of Interest Rate Cap Agreement, each Collateral Assignment of Management Agreement, if applicable, each Mortgage Document and all other instruments, documents and agreements delivered by Borrower, Equity Owner or Borrower TRS pursuant to this Agreement or any of the other Loan Documents in order to grant to Administrative Agent (on behalf of the Lenders) a Lien on any real, personal or mixed property of such Person as security for the Obligations.
Collateral Value” means, for any Property, as of any date of determination, seventy percent (70%) of the BPO Value of such Property as of such date of determination.
Collection Period” means, with respect to each Payment Date, the period commencing on and including the 10th day of the calendar month prior to calendar month in which such Payment Date occurs and ending on and including the 9th day of the calendar month in which such Payment Date occurs, provided, however, the initial Collection Period shall be the period commencing on the Closing Date and ending on January 9, 2019.
Collections” means, without duplication, with respect to any Property, all Rents, Insurance Proceeds (whether or not Administrative Agent elects to treat any such Insurance Proceeds as business or rental interruption Insurance Proceeds pursuant to Section 5.4(d) but subject to the rights of Borrower to retain and/or apply any such Insurance Proceeds under Article V), Condemnation Proceeds (subject to the rights of Borrower to retain and/or apply any such Condemnation Proceeds under Article V), Cap Receipts, Net Sale Proceeds (or, in connection with Like-Kind Exchange, Unrestricted Cash in an amount equal to the net cash proceeds expected to be received by the Qualified Intermediary in respect of such Release Property based on the consideration under the contract assigned to such Qualified Intermediary as of the Release Date), interest on amounts on deposit in the Cash Management Account and on the Reserve Funds, amounts paid by Borrower to the Cash Management Account pursuant to this Agreement, and all other payments received with respect to such Property and all “proceeds” (as defined in Section 9-102 of the UCC) of such Property. For the avoidance of doubt, Collections shall not include security deposits that have not been forfeited by the applicable Tenant.
Combined LTV/DSCR Test” means a test that is not satisfied if (i) the LTV Ratio as of the applicable date of determination is greater than or equal to eighty percent (80%) and (ii) the Debt Service Ratio as of the applicable date of determination is less than 1.40:1.00.
Competitor” means any of the Persons set forth on Schedule X hereto.
Compliance Certificate” means the certificate in the form attached hereto as Exhibit B.
Concessions” means, for any period of determination, the concessions provided with respect to the Properties by Borrower as determined in accordance with GAAP.

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Condemnation” means a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Property or any part thereof.
Condemnation Proceeds” has the meaning set forth in the definition of “Net Proceeds”.
Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
Contest Security” means any security delivered to Administrative Agent by Borrower under Section 4.1.4 or Section 4.4.5.
Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.
Controlled Account Agreement” means that certain Controlled Account Agreement dated as of the Closing Date among the Cash Management Account Bank, Administrative Agent, the Paying Agent and the Borrower.
Counterparty” means the Acceptable Counterparty under the Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement.
Counterparty Opinion has the meaning set forth in Section 2.2.7(f).
Cure Period” means, (i) with respect to the failure of any Property to qualify as an Eligible Property (other than with respect to the failure of a Property to comply with the representation in Section 3.2.20) if such failure is reasonably susceptible of cure, a period of thirty (30) days after the earlier of actual knowledge of such condition by a Responsible Officer of Borrower or the Manager or notice thereof by Administrative Agent to Borrower; provided that, if Borrower is diligently pursuing such cure during such thirty (30) day period and such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, then such cure period shall be extended for another sixty (60) days so long as Borrower continues to diligently pursue such cure and, provided, further, that if the Obligations have been accelerated pursuant to Section 7.1(b), then the cure period hereunder shall be reduced to zero (0) days and (ii) with respect to the failure of a Property to comply with the representation in Section 3.2.20, zero (0) days. If any failure of any Property to qualify as an Eligible Property is not reasonably susceptible of cure, then no cure period shall be available. If any failure of any Property to qualify as an Eligible Property is due to a Voluntary Action, then no cure period shall be available.
Custodial Agreement” means that certain Custodial Agreement dated as of the Closing Date among Borrower, Equity Owner, the Administrative Agent and the Custodian.
Custodian” means Wells Fargo Bank, N.A. or any replacement institution designated by the Administrative Agent with the consent of Borrower and the Lenders pursuant to the terms of the Custodial Agreement.
Debt” means the outstanding principal amount set forth in, and evidenced by, this Agreement, together with all interest accrued and unpaid thereon, and all other sums (including, but not limited to, any

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Spread Maintenance Premium and/or Breakage Costs, if applicable) due to Lenders in respect of the Loan under this Agreement or any other Loan Document.
Debt Service” means, with respect to any period of determination, the aggregate of all Monthly Debt Service Amounts due under this Agreement for such period.
Debt Service Coverage Ratio” means, as of any date of determination, a ratio in which:
(a)    the numerator is the Underwritten Net Cash Flow calculated for the twelve (12) month period ending on such date of determination; and
(b)    the denominator is the lesser of (i) the aggregate Monthly Debt Service Payments for the twelve (12) month period following such date of determination, which shall be an amount equal to the product of (x) the Outstanding Principal Balance as of such date of determination and (y) the Interest Rate as of such date of determination and (ii) so long as an Interest Rate Cap Agreement is in effect on such date of determination (with a notional amount that is greater than or equal to the Outstanding Principal Balance), the monthly debt service payments for the twelve (12) month period following such date of determination, which shall be an amount equal to the product of (A) the Outstanding Principal Balance as of such date of determination and (B) an interest rate equal to the sum of (x) the Applicable Margin relating to the Loan and (y) the Strike Price as of such date of determination.
Debt Yield” means, as of any date of determination, a fraction expressed as a percentage in which:
(a)    the numerator is the Underwritten Net Cash Flow; and
(b)    the denominator is the Outstanding Principal Balance.
Debt Yield Test” means, a test that is satisfied if the Debt Yield as of the applicable date of determination is greater than or equal to 5.8%.
Default” means the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.
Default Rate” means a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) three percent (3%) above the otherwise applicable Interest Rate.
Deficiency” means, with respect to any Property File, (i) the failure of one or more Specified Documents contained therein to be fully executed or to match the information on the most recent Properties Schedule, (ii) one or more Specified Documents contained therein are mutilated, materially damaged or torn or otherwise physically altered or unreadable or (iii) the absence from a Property File of any Specified Document required to be contained in such Property File, in each case, to the extent such Deficiency has a material adverse effect on the value of the related Property or the ability of the Manager to manage such Property (as determined by the Administrative Agent in its reasonable discretion).
Deposit Account Control Agreement” means a Deposit Account Control Agreement dated as of the Closing Date among Borrower, Administrative Agent and a Rent Deposit Bank providing for springing control by Administrative Agent, substantially in the form set forth as Exhibit C attached hereto or such other form as may be reasonably acceptable to Administrative Agent (on behalf of the Secured Parties).

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Determination Date” means, with respect to each Interest Period, the date that is two (2) London Business Days prior to the commencement date of such Interest Period.
Diligence Agent” means, as of any date of determination, collectively, Green River Capital, LLC, and/or one or more other Persons designated by the Administrative Agent with the consultation of Borrower, by written notice to the Lenders at such date to be a “Diligence Agent”, subject to the Majority Lenders’ right to object to such designation within five (5) Business days after being notified thereof (or such shorter period in which the Majority Lenders consent thereto). The Diligence Agent may be removed upon at least thirty (30) days’ prior written notice (or such shorter period as shall be acceptable to the Diligence Agent) by the Administrative Agent, delivered to the Diligence Agent, the Lenders and Borrower; provided, however, in each case, that such removal shall not be effective until a successor Diligence Agent acceptable to the Administrative Agent and so long as no Event of Default then exists, in consultation with Borrower (and with the consent of Borrower, to the extent the proviso in the immediately preceding sentence applies) has been selected, subject to the Majority Lenders’ right to object to such designation within five (5) Business days after being notified thereof (or such shorter period in which the Majority Lenders consent thereto).
Diligence Agent Fees” means the fees set forth in the Diligence Agent Agreement.
Diligence Agent Agreement” means the evaluation services agreement, dated as of October 19, 2018, between the Diligence Agent and the Administrative Agent.
Diligence Agent Certification” means, in respect of any Property or group of Properties, a certification of the Diligence Agent substantially in the form of Exhibit F, that it has reviewed the Property File and Underwriting Package therefor, has performed the applicable diligence services for such Property or Properties under the Diligence Agent Agreement and has confirmed whether each Property is an Eligible Property.
Disqualified Property” means any Property that fails to constitute an Eligible Property (after the lapse of any applicable Cure Period).
Distribution Account” means that segregated trust account established by Paying Agent and titled “82561500, Distribution Account – Wells Fargo Bank, N.A., as Paying Agent in trust for Lenders” into which all remittances from Lenders under this Agreement shall be deposited.
DSCR Test” means, a test that is satisfied if the Debt Service Coverage Ratio as of the applicable date of determination is greater than or equal to 1.20:1.00.
Electronic Transmission” means the delivery of information in an electronic format acceptable to the applicable recipient thereof, which shall include electronic mail. An Electronic Transmission shall be considered written notice for all purposes hereof (except when a request or notice by its terms requires execution).
Eligibility Funds has the meaning set forth in Section 6.5.1.
Eligibility Reserve Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.5.1 titled “82561505, Eligibility Reserve Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.

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Eligible Account” means a separate and identifiable account from all other funds held by the holding institution that is an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.
Eligible Institution” means:
(i)    Wells Fargo Bank, National Association, or Citibank, N.A., in each case, so long as such institution’s long term deposit or long term unsecured debt rating shall be at least “A2” from Moody’s and the equivalent from S&P (if the deposits are to be held in the applicable account for more than 30 days) or such institution’s short term deposit or short term unsecured debt rating shall be at least “P-1” from Moody’s (if the deposits are to be held in the applicable account for thirty (30) days or less); or
(ii)    a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P and P-1 by Moody’s in the case of accounts in which funds are held for thirty (30) days or less or, in the case of letters of credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by S&P and “Aa2” by Moody’s.
Eligible Lease” means, as of any date of determination, a Lease for a Property that satisfies all of the following:
(i)    the form of such Lease reflects customary market standard terms;
(ii)    such Lease is entered into on an arms-length basis without payment support by Borrower or any of its Affiliates (provided that any incentives offered to Tenants shall not be deemed to constitute such payment support);
(iii)    such Lease is to a bona fide third-party Tenant; and
(iv)    such Lease is in compliance with all applicable Legal Requirements in all material respects.
Eligible Property” means, as of any date of determination, a Property that is in compliance with each of the Property Representations and each of the Property Covenants.
Eligible Substitute Property” means, as of the related Substitution Date, an Eligible Property:
(i)    which is a single family residential real property, excluding housing cooperatives, manufactured housing, condominiums and duplexes and townhomes;
(ii)    that is subject to an Eligible Lease with an Eligible Tenant;
(iii)    that is located in a metropolitan statistical area that contains at least one Property described on the Properties Schedule as of the Closing Date;
(iv)    that is insured pursuant to Policies meeting the requirements of Article V;

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(v)    as to which Borrower has delivered to Custodian the Title Insurance Owner’s Policy and posted to the Property Files Website, the related Deed and Lease;
(vi)    as to which Borrower has executed and delivered to Administrative Agent on behalf of the Lenders the Mortgage Documents, which shall be in substantially the same form as the Mortgage, Collateral Assignment of Leases and Rents and Fixture Filing, if applicable, executed and/or delivered on the Closing Date with such changes as may be necessitated or appropriate (as reasonably determined by the Administrative Agent) for the jurisdiction in which such Property is located, and which may, in the Administrative Agent’s reasonable discretion, be Mortgage Documents with respect to only such Property (and in the event such Property is located in the same county or parish in which one or more other Properties is located, such Mortgage and Collateral Assignment of Leases and Rents may be in the form of an amendment and spreader agreement to the existing Mortgage and Collateral Assignment of Leases and Rents covering such Property or Properties located in the same county or parish as the Substitute Property, in each case, in form and substance reasonably acceptable to the Administrative Agent) (the “Substitute Mortgage Documents”);
(vii)    as to which Borrower has delivered to the Administrative Agent on behalf of the Lenders an opinion of counsel admitted to practice under the laws of the state in which such Property is located in form and substance reasonably satisfactory to Administrative Agent opining as to the enforceability of the Substitute Mortgage Documents with respect to thereto and an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent opining as to the due authorization, execution and delivery by Borrower of such Substitute Mortgage;
(viii)    as to which Administrative Agent on behalf of the Lenders shall have received a Title Insurance Policy (or, in the event such Property is located in the same county or parish in which one or more other Properties is located, an endorsement to the existing Title Insurance Policy with respect to the Property or Properties located in the same county or parish as such Property in form and substance reasonably satisfactory to Administrative Agent) insuring the Lien of the Mortgage encumbering such Property as a valid first lien on such Property, free and clear of all exceptions other than the Permitted Liens;
(ix)    as to which the acquisition thereof by Borrower will not result in Borrower or any other Loan Party incurring any Indebtedness (except as permitted by this Agreement);
(xi)    if any Lien, litigation or governmental proceeding is existing or pending or, to the actual knowledge of a Responsible Officer of Borrower, threatened in writing against such Property which may result in liability to Borrower, Borrower shall have deposited with Administrative Agent on behalf of the Lenders reserves reasonably satisfactory to Administrative Agent as security for the satisfaction of such liability.
Eligible Tenant” means, as of any date of determination, a bona fide third party lessee of a Property who satisfies each of the following criteria:
(a)    the Tenant is not subject to an ongoing Bankruptcy Action as of the date such Tenant is initially screened by Borrower (or, in each case, the Affiliate of Borrower who first acquired and leased such Property), prior to such Person’s execution of a Lease;
(b)    at the time of initial screening, the Tenant is not listed on any Government List; and
(c)    the Tenant otherwise conforms to Borrower’s internal resident leasing criteria in all material respects at the time such resident is screened by Borrower (or, in each case, the Affiliate of Borrower who first acquired and leased such Property).

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Embargoed Person” has the meaning set forth in Section 4.2.16.
Environmental Indemnity” means that certain Environmental Indemnity Agreement, dated as of the Closing Date, executed by Borrower in connection with the Loan for the benefit of the Administrative Agent (acting on behalf of the Secured Parties), as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
Equity Interests” means, with respect to any Person, shares of capital stock, partnership interests, membership interests, beneficial interests or other equity ownership interests in such Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from such Person.
Equity Owner” means Home SFR Equity Owner, LLC, a Delaware limited liability company.
Equity Owner Guaranty” means that certain Equity Owner Guaranty, dated as of the Closing Date, executed by Equity Owner and Administrative Agent for the benefit of the Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
Equity Owner Security Agreement” means that certain Equity Owner Security Agreement, dated as of the Closing Date, executed by Equity Owner and Administrative Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
Equity Owner’s Permitted Indebtedness has the meaning set forth in Section 4.2.2.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate” means any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which another entity is a member or (ii) described in Section 414(m) or (o) of the Code of which another entity is a member, except that this clause (ii) shall apply solely for purposes of potential liability under Section 302(b) of ERISA and Section 412(b) of the Code and the lien created under Section 303(k) of ERISA and Section 430(k) of the Code.
ERISA Event” means (i) the failure to pay a minimum required contribution or installment to a Plan on or before the due date provided under Section 430 of the Code or Section 303 of ERISA, (ii) the filing of an application with respect to a Plan for a waiver of the minimum funding standard under Section 412(c) of the Code or Section 302(c) of ERISA, (iii) the failure of a Loan Party or any of its ERISA Affiliates to pay a required contribution or installment to a Multiemployer Plan on or before the applicable due date, (iv) any officer of any Loan Party or any of its ERISA Affiliates knows or has reason to know that a Plan is in “at risk” status within the meaning of Section 430(i) of the Code or Section 303(i) of ERISA or (v) the occurrence of a Plan Termination Event.
Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
Event of Default has the meaning set forth in Section 7.1(a).
Exchange Act” means the Securities Exchange Act of 1934, as amended.

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Exception Report” means a list, in a format reasonably acceptable to the Administrative Agent, relating to the Properties, such list being delivered by the Diligence Agent to Borrower and the applicable Servicing Agents via Electronic Transmission, reflecting the Property Files posted to the Property Files Website or otherwise delivered to the applicable Servicing Agents, indicating any Exceptions with respect to each Property File listed thereon.
Excluded Taxes” means any of the following Taxes imposed on or with respect to any Affected Party or required to be withheld or deducted from a payment to an Affected Party, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of such Affected Party being organized under the laws of, or having its principal office or, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Affected Party with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (a) such Affected Party acquires such interest in a Loan or (b) such Affected Party changes its lending office, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Taxes were payable either to such Affected Party’s assignor immediately before such Affected Party became a party hereto or to such Affected Party immediately before it changed its lending office, (iii) Taxes attributable to such Affected Party’s failure to comply with Section 2.7.5 and (iv) any Taxes imposed under FATCA.
Existing Management Agreement” means each Property Management Services Agreement or Property Management Agreement, dated as of September 30, 2016 or as of the Closing Date, among Borrower and an Existing Manager, pursuant to which such Existing Manager provides management and other services for Borrower with respect to certain of the Properties, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
Existing Manager” means each of Main Street Renewal LLC and HavenBrook Homes, LLC.
Extraordinary Expense means, an operating expense or capital expense incurred or required to be incurred by Borrower which is not set forth in the Approved Annual Budget.
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
Federal Funds Alternative Rate” means, for any date of determination, a fluctuating rate of interest per annum equal to 0.50% plus the Federal Funds Effective Rate. Notwithstanding anything to the contrary contained herein, in no event shall the Federal Funds Alternative Rate be less than one half of one percent (0.50%).
Federal Funds Effective Rate” means, with respect to any date of determination, the rate on that date for U.S. dollar federal funds as published in H.15(519) under the caption “Federal Funds (Effective)” and displayed on Reuters Page FEDFUNDS1.
Federal Funds Rate Loan” means if the Loan accrues interest at a rate based upon the Federal Funds Alternative Rate.

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Fees” means, collectively, any fees described in the Fee Letters and any other fees (as specified in writing by the Administrative Agent to the Calculation Agent and Borrower) due to the Administrative Agent, Diligence Agent, Paying Agent, Calculation Agent or Custodian hereunder or under any Loan Documents, including, without limitation, the Paying Agent Fee, the Diligence Agent Fees and the Calculation Agent Fee.
Fee Letters” means, collectively, the fee letters among Borrower and one or more of the Administrative Agent and Morgan Stanley Bank, N.A.
Final Report” means a report of the Calculation Agent substantially in the form of Exhibit I confirming the absence of exceptions with respect to Borrower’s calculation of the Borrowing Base and any calculations required in connection with the Loan.
Fitch” means Fitch, Inc.
Fixture Filing” means, with respect to any jurisdiction in which any Property or Properties are located in which a separate, standalone fixture filing is required or generally recorded or filed pursuant to the local law or custom (as reasonably determined by Administrative Agent), a Uniform Commercial Code financing statement (or other form of financing statement required in the jurisdiction in which the applicable Property or Properties are located) recorded or filed in the real estate records in which the applicable Property or Properties are located.
Foreign Lender” means a Lender that is not a U.S. Person.
Foreign Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA that (i) neither is subject to ERISA nor is a governmental plan within the meaning of Section 3(32) of ERISA and that is maintained, or contributed to, by a Loan Party and (ii) is mandated by a government other than the United States (other than a state within the United States or an instrumentality thereof) for employees of a Loan Party.
Fully Condemned Property has the meaning set forth in Section 5.3(b).
GAAP” means generally accepted accounting principles in the United States of America as of the date of the applicable financial report.
Government List” means (1) the Annex to Presidential Executive Order 13224 (Sept. 23, 2001), (ii) OFAC’s most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http://www.treasury.gov/ofac/ downloads/t11sdn.pdf or any successor website or webpage), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Administrative Agent notified Borrower in writing is now included in “Government Lists”, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other Governmental Authority with jurisdiction over Borrower or pursuant to any Executive Order of the President of the United States of America that Administrative Agent notified Borrower in writing is now included in “Government Lists”.
Governmental Authority” means any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

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HOA” means a home owners or condominium association.
HOA Fees” means homeowners’ or condominium owners’ association dues, fees and assessments.
HOA Funds” has the meaning set forth in Section 6.1.3.
HOA Property” means a Property which is subject to an HOA.
HOA Subaccount” means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.1.3 titled “82561506, HOA Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Improvements” means the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on a Property.
Indebtedness” means, for any Person, as of any date of determination, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all Available Unfunded Amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests, (iv) all indebtedness guaranteed by such Person, (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case for which such Person is liable or its assets are liable, whether such Person (or its assets) is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss and (vii) any other contractual obligation for the payment of money which is not settled within sixty (60) days of the incurrence of such obligation; provided, however that, in the case of the Sponsor, “Indebtedness” shall not include such Person’s Non-Recourse Indebtedness.
Indemnified Liabilities has the meaning set forth in Section 9.13.
Indemnified Parties” means each Lender, the Administrative Agent, each Servicing Agent and their respective Affiliates and the officers, directors, shareholders, partners, employees, agents, representatives of each Lender, the Administrative Agent, each Servicing Agent and their respective Affiliates.
Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i) above, Other Taxes.
Independent” means, when used with respect to any Person, a Person who: (i) does not have any direct financial interest or any material indirect financial interest in Borrower or in any Affiliate of Borrower, (ii) is not connected with Borrower or any Affiliate of Borrower as an officer, employee, promoter, underwriter, trustee, partner, member, manager, creditor, director, supplier, customer or Person performing similar functions and (iii) is not a member of the immediate family of a Person defined in clauses (i) or (ii) above.

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Independent Accountant” means (i) a firm of nationally recognized, certified public accountants which is Independent and which is selected by Borrower or (ii) such other certified public accountant(s) selected by Borrower, which is Independent and reasonably acceptable to Administrative Agent (on behalf of the Secured Parties).
Independent Director” means an individual who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by Global Securitization Services, LLC, CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors, another nationally-recognized company reasonably approved by Administrative Agent, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not, and has never been, and will not while serving as Independent Director be, any of the following:
(i)    a member, partner, equityholder, manager, director, officer or employee of Borrower or any of its equityholders or Affiliates (other than as a “Special Member” or an Independent Director of Borrower or an Affiliate of Borrower that is not in the direct chain of ownership of Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its business);
(ii)    a creditor, supplier or service provider (including provider of professional services) to Borrower or any of its equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional Independent Directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business);
(iii)    a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or
(iv)     a Person that controls (whether directly, indirectly or otherwise) any of the Persons described in clause (i), (ii) or (iii) above.
A natural person who otherwise satisfies the foregoing definition and satisfies clause (i) above by reason of being the Independent Director of a “special purpose entity” affiliated with Borrower shall be qualified to serve as an Independent Director of Borrower, provided that the fees that such individual earns from serving as an Independent Director of Affiliates of Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in the definition of Special Purpose Entity of this Agreement.
Individual Material Adverse Effect” means, in respect of a Property, any event or condition that has a material adverse effect on (i) the profitability, value, use, operation, leasing or marketability of such Property or results in any material liability to, claim against or obligation of Administrative Agent or any Loan Party or (ii) if applicable, the enforceability, validity, perfection or priority of the Lien of the Collateral Documents with respect to such Property.
Insolvency Opinion” means the non-consolidation opinion letter dated the Closing Date delivered by Mayer Brown LLP with respect to the Loan Parties and the Sponsor.

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Insurance Funds has the meaning set forth in Section 6.2.1.
Insurance Premiums has the meaning set forth in Section 5.1.1(d).
Insurance Proceeds” has the meaning set forth in the definition of “Net Proceeds”.
Insurance Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.2.1 titled “82561507, Insurance Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Interest Coverage Ratio” means, with respect to the Sponsor and as of any date of determination, a ratio in which:
(a) the numerator is an amount equal to the excess, if any, of (i) Adjusted EBITDA for the most recently ended Reference Period over (ii) Sponsor Underwritten Cap-Ex for the most recently ended Reference Period; and
(b) the denominator is an amount equal to the interest expense on all of the Sponsor’s Indebtedness for the twelve months following the most recently ended Reference Period.
Interest Period” means, in connection with the calculation of interest accrued with respect to any specified Payment Date, including the Maturity Date, the period commencing on and including the 10th calendar day of the prior calendar month and ending on and including the 9th calendar day of the calendar month in which such Payment Date occurs, provided, however, the initial Interest Period shall be the period commencing on the Closing Date and ending on and including the 9th calendar day of the calendar month immediately following the Closing Date.
Interest Rate” means, with respect to each Interest Period and the Loan, an interest rate per annum equal to (a) if the Loan is a LIBOR Loan, the sum of (1) the Adjusted LIBOR Rate, determined as of the Determination Date immediately preceding the commencement of such Interest Period, plus (2) the Applicable Margin (or, when applicable pursuant to this Agreement or any other Loan Document, the Default Rate); (b) if the Loan is a Federal Funds Alternative Rate Loan, the sum of (1) the Federal Funds Alternative Rate in effect on each day during such Interest Period plus (2) the Applicable Margin (or, when applicable pursuant to this Agreement or any other Loan Document, the Default Rate); and (c) if the Loan is an Alternative Rate Loan, the sum of (1) the Alternative Rate, determined as of the Determination Date immediately preceding the commencement of such Interest Period, plus (2) the Applicable Margin (or, when applicable pursuant to this Agreement or any other Loan Document, the Default Rate). Notwithstanding anything to the contrary contained herein, in no event shall the Interest Rate with respect to the Loan be less than zero percent (0%).
Interest Rate Cap Agreement” means, collectively, one or more interest rate protection agreements (together with the confirmation and schedules relating thereto) in form and substance reasonably acceptable to Administrative Agent (on behalf of the Secured Parties), between an Acceptable Counterparty and Borrower, obtained by Borrower as and when required pursuant to Section 2.2.7. After delivery of a Replacement Interest Rate Cap Agreement to Administrative Agent, the term “Interest Rate Cap Agreement” shall be deemed to include such Replacement Interest Rate Cap Agreement and such Replacement Interest Rate Cap Agreement shall be subject to all requirements applicable to the Interest Rate Cap Agreement.

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IRS” means the United States Internal Revenue Service.
ISDA” means the International Swaps and Derivatives Association.
Lease” means a bona fide written lease, sublease, letting, license, concession or other agreement pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Property by or on behalf of Borrower (or, prior to the Closing Date, by or on behalf of any Affiliate of Borrower) and (i) every modification, amendment or other agreement relating to such lease, sublease or other agreement entered into in connection with such lease, sublease or other agreement, and (ii) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the Tenant.
Legal Requirements” means, (i) with respect to each Property and the Properties as a whole, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Borrower, such Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Property or any part thereof, or (b) in any way limit the use and enjoyment thereof, and (ii) with respect to any Person, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities as to which such Person or any of its property is subject, whether now or hereafter enacted and in force.
Lender Percentage” means, as to any Lender as of any date of determination, the percentage equivalent of a fraction (expressed out to five decimal places), the numerator of which is the outstanding amount of the Loan funded by such Lender or acquired by such Lender pursuant to an Assignment and Acceptance and, in the case of any assigning Lender, minus the principal amount of the Loan so assigned, and the denominator of which is the Outstanding Principal Balance.
Lender Record has the meaning set forth in Section 8.2.
Lenders” or “Lender” has the meaning set forth in the introductory paragraph hereto.
Lending Parties” has the meaning set forth in Section 9.26.
LIBOR” means, for any Interest Period, the rate per annum shown on Reuters Screen LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service (including by any successor to the British Bankers Association in providing or calculating LIBOR), as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market), as shown as the rate for dollar deposits for a one month period at approximately 11:00 a.m., London time, on the applicable Interest Determination Date. In the event that such rate is not available at such time for any reason, then the “LIBOR” shall be the rate at which dollar deposits of $1,000,000 and for a maturity of one month are offered by the principal London office of any four major reference banks in the London interbank market selected by the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date. The Administrative Agent’s computation (or the Calculation Agent’s computation on behalf of the Administrative Agent) of LIBOR based on the foregoing shall be conclusive

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and binding on the parties hereto for all purposes, absent manifest error. LIBOR, as determined pursuant to this Agreement, shall be subject to a floor of zero.
LIBOR Disruption Event” means, with respect to any Interest Period, any of the following: (i) a determination by the Administrative Agent in its reasonable discretion that a Change of Law has resulted in it being contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain dollars in the London interbank market to make, fund or maintain the Loan during such Interest Period, (ii) the failure of the sources listed in the definition of “LIBOR” to publish or offer a London interbank offered rate as of 11:00 a.m. on the applicable Interest Determination Date (as contemplated in such definition), (iii) a determination by the Administrative Agent in its reasonable discretion that the rate at which deposits of U.S dollars are being offered in the London interbank market does not accurately reflect the cost to the Lenders of making, funding or maintaining their Loan for such Interest Period, (iv) if the London interbank offered rate has been permanently discontinued, (v) adequate and reasonable means do not exist for the calculation of LIBOR, or (vi) the inability of the Administrative Agent, because of market events not under the control of the Administrative Agent, to obtain U.S. dollars in the London interbank market to make, fund or maintain its Loan for such Interest Period. In each case, the Administrative Agent shall provide written notice (which may be in electronic form) of such LIBOR Disruption Event to Borrower and the Calculation Agent, which notice shall include the Federal Funds Alternative Rate in effect during such LIBOR Disruption Event as determined by the Administrative Agent.
LIBOR Loan” means, the Loan any time the Loan accrues interest at a rate based upon LIBOR.
LIBOR Rate Reserve Percentage” means, for any Interest Period in respect of which the Loan is a LIBOR Loan, the reserve percentage applicable on the applicable Determination Date under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Interest Period.
Lien” means any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest, or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any portion of any Collateral, or any interest in any of the foregoing, or any direct interest in any Loan Party, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.
Lien Reconciliation” means, with respect to each Property that has a Specified Lien, an adjustment (to the extent required) to the Required Lien Reserve Amount for such Property, such adjustment to be made by the Administrative Agent on or prior to the first Payment Date, based on information provided to it by its title company.
Lien Reserve Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.6.2 titled “82561510, Lien Reserve Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such

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other account established at the Cash Management Account Bank as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Like-Kind Exchange” means each of a series of transactions consisting of (i) a transfer, directly or through an Affiliate that is disregarded as a separate entity for federal income tax purposes, of one or more Relinquished Properties, (ii) the subsequent related acquisition, directly or through an Affiliate that is disregarded as a separate entity for federal income tax purposes, of one or more replacement properties that are like-kind (within the meaning of Section 1031 of the Code and the related Treasury Regulations) and (iii) the matching of such Relinquished Properties with such replacement properties, in each case, through a Qualified Intermediary.
Liquidity” means, with respect to Sponsor, the sum of (i) its unrestricted cash, plus (ii) its unrestricted Cash Equivalents, provided, that, such amounts shall not include the aggregate amount of unused capacity available to the Sponsor under any warehouse or repurchase facility or under any letter of credit.
Loan” means the Loan in the amount of $504,985,951.40 made by Lenders to Borrower on the Closing Date pursuant to this Agreement.
Loan Documents” means, collectively, this Agreement, each Note, the Management Agreement, the Sponsor Guaranty, the Equity Owner Guaranty, the Environmental Indemnity, each Interest Rate Cap Agreement, each Collateral Document, the Borrower TRS Guaranty, the Custodial Agreement, the Controlled Account Agreement, the Fee Letters and all other agreements, instruments and documents executed and delivered to Administrative Agent by Sponsor, Equity Owner, Borrower or Borrower TRS pursuant thereto or in connection therewith.
Loan Party” means Borrower, Equity Owner and Borrower TRS.
London Business Day” means any Business Day on which commercial banks in London, England are open for business.
LTV Ratio” means, as of any date of determination, the ratio (expressed as a percentage) of (i) the Outstanding Principal Balance to (ii) the sum of the BPO Values of all Eligible Properties; provided that, solely for purposes of Section 4.1.24, the LTV Ratio shall mean, as of any date of determination with respect to any subset of Eligible Properties, the ratio (expressed as a percentage) of (i) the sum of the Allocated Loan Amounts for such subset of Eligible Properties, divided by (ii) the sum of the BPO Values of such subset of Eligible Properties.
Major Contract” means (i) any management agreement relating to the Properties or the Loan Parties to which a Loan Party is a party, (ii) any agreement between any Loan Party and any Affiliate of any Relevant Party (other than any Loan Document) and (iii) any brokerage, leasing, cleaning, maintenance, service or other contract or agreement of any kind (other than Leases and Loan Documents) relating to the Properties, in each case involving payment or expense of more than One Million Dollars ($1,000,000) during any twelve (12) month period, unless cancelable on thirty (30) days or less notice without requiring payment of termination fees or payments of any kind (other than amounts that accrued prior to the termination date).
Majority Lenders” means, at any time, the Lender or Lenders, whose Lender Percentages (which Lender Percentages shall (i) include the Lender Percentage of Morgan Stanley Bank, N.A. so long as Morgan Stanley Bank, N.A. is a Lender, and (ii) exclude the Lender Percentages of any Lender that is an Affiliate of any Relevant Party), together exceed fifty percent (50%) of the Outstanding Principal Balance. If any time there is only one Lender, then “Majority Lenders” shall mean the Lender. The determination of Majority

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Lenders shall be made, in all circumstances by the Administrative Agent and such determination shall be binding on each Lender in all respects hereunder.
Management Agreement” means each Existing Management Agreement and any Replacement Management Agreement pursuant to which a Qualified Manager is managing one or more of the Properties in accordance with the terms and provisions of this Agreement, as the context requires, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
Management Fee” means, with respect to each calendar month, an amount equal to the greater of (a) the product of (i) six and one-half percent (6.50%) and (ii) Actual Rent Collections for such calendar month and (b) the actual management fee paid to the Manager pursuant to the Management Agreement.
Management Fee Cap” means, with respect to each calendar month, an amount equal to the product of (i) seven percent (7.00%) and (ii) Actual Rent Collections for such calendar month.
Manager” means each Existing Manager or, if the context requires, a Qualified Manager who is managing one or more of the Properties in accordance with the terms and provisions of this Agreement or pursuant to a Replacement Management Agreement.
Margin Stock has the meaning set forth in Section 3.1.20.
Material Action” has the meaning set forth in the definition of Special Purpose Entity.
Material Adverse Effect” means a material adverse effect on (a) the property, business, operations or financial condition of the Loan Parties, taken as a whole, (b) the use, operation or value of the Properties, taken as a whole, (c) the ability of Borrower to repay the principal and interest of the Loan when due or to satisfy any of Borrower’s other obligations under the Loan Documents, or (d) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the rights, interests and remedies of Administrative Agent (on behalf of the Secured Parties) under any Loan Document.
Maturity Date” means the date that is the five-year anniversary of the Closing Date or such earlier date on which the final payment of principal of the Loan becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.
Maximum Legal Rate” means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.
Minimum Disbursement Amount” means $50,000.
Minimum Liquidity Amount means, with respect to the Sponsor, as of the applicable date of determination, an amount equal to the greater of (i) $25,000,000 and (ii) five percent (5%) of the Sponsor’s Indebtedness.
Monthly Budgeted Amount has the meaning set forth in Section 4.3.2.

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Monthly Debt Service Payment Amount” means, for each Payment Date, an amount equal to the amount of interest which is then due on the Loan in the aggregate for the Interest Period during which such Payment Date occurs.
Monthly Payment Report” means a report prepared by the Calculation Agent reflecting the principal, interest, fees, costs, expenses, indemnities and deposits into the Cash Management Account and the Subaccounts payable hereunder during the relevant period.
Moody’s” means Moody’s Investors Service, Inc.
Mortgage” means a mortgage or deed of trust or deed to secure debt, as applicable, for each Property or for multiple Properties located within the same county or parish, executed and delivered by Borrower, constituting a Lien on the Improvements and such Property or Properties, as applicable, as Collateral for the Loan, substantially in the form of the applicable mortgage or deed of trust or deed to secure debt executed and delivered by Affiliates of Borrower in connection with any term loans (securitized or otherwise) secured by residential real properties, as such forms may be updated to reflect any changes in law deemed reasonably necessary by the Administrative Agent.
Mortgage Documents” means the Mortgages, the Collateral Assignments of Leases and Rents and, if any, the Fixture Filings and the Springing Mortgage Documents.
Multiemployer Plan” means a multiemployer plan within the meaning of Section 414(f) of the Code or Section 3(37) of ERISA to which contributions are required to be made by any Loan Party or any of its ERISA Affiliates or to which any such entity has any liability.
Net Proceeds” means (i) the net amount of all insurance proceeds received by Administrative Agent pursuant to Section 5.1.1(a)(i) and (iii) as a result of damage to or destruction of a Property, after deduction of its reasonable documented costs and expenses (including, but not limited to, reasonable attorneys’ fees of external counsel), if any, in collecting same (“Insurance Proceeds”), or (ii) the net amount of an Award, after deduction of Administrative Agent’s reasonable documented costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be.
Net Proceeds Deficiency has the meaning set forth in Section 5.4(d)(vi).
Net Sale Proceeds” means, with respect to the Transfer of any Property, the gross sales price for such Property (including any earnest money, down payment or similar deposit included in the total sales price paid by the purchaser), less Transfer Expenses, whether received by Borrower, including, without limitation, any excess proceeds paid to Borrower from or on behalf of a Qualified Intermediary in connection with a Like-Kind Exchange.
Net Worth” means, with respect to any Person, the excess of total assets of such Person over total liabilities of such Person, determined in accordance with GAAP consistently applied based on the most recent balance sheet of Borrower delivered pursuant to this Agreement, including, for the avoidance of doubt, the Properties when evaluating the Net Worth of Borrower; provided, however, that for purposes of determining Net Worth the accumulated depreciation for each Property, accumulating from the earlier of the date of acquisition by an Affiliate of Borrower (if applicable) or the date of acquisition by Borrower, shall be added to the net asset value for such Property.
Non-Property Taxes” means all Taxes other than Property Taxes and Other Charges.

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Non-Recourse Indebtedness” shall mean, with respect to any specified Person, Indebtedness that is specifically advanced to finance the acquisition of property or assets and secured only by the property or assets to which such Indebtedness relates without recourse to such Person (other than subject to such customary carve-out matters for which such Person acts as a guarantor in connection with such Indebtedness, such as bad boy acts, fraud, misappropriation, breach of representation and warranty, misapplication, and environmental matters).
Note” has the meaning set forth in Section 2.1.3.
Notice of Substitution” has the meaning set forth in Section 2.5.2.
Obligations” means, collectively, Borrower’s obligations for the payment of the Debt and the performance by Sponsor, Equity Owner, Borrower and Borrower TRS of the Other Obligations.
OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.
Officer’s Certificate” means a certificate delivered to Administrative Agent by Borrower which is signed by a Responsible Officer of Borrower.
Operating Expenses” means, for any period, without duplication, all expenses actually paid or payable by Borrower during such period in connection with the administration, operation, management, maintenance, repair and use of the Properties, determined on an accrual basis, and, except to the extent otherwise provided in this definition, in accordance with GAAP. Operating Expenses specifically shall include, without duplication, (i) all operating expenses incurred in such period based on quarterly financial statements delivered to Administrative Agent in accordance with Section 4.3.1(a), (ii) cost of utilities, inventories, and fixed asset supplies consumed in the operation of the Properties, (iii) management fees in an amount equal to the Management Fee, (iv) costs and fees of independent professionals (including, without limitation, legal, accounting, consultants and other professional expenses), technical consultants, operational experts (including quality assurance inspectors) or other third parties retained to perform services required or permitted hereunder, (v) operational equipment and other lease payments to the extent constituting operating expenses under GAAP, (vi) Property Taxes and Other Charges, (vii) insurance premiums, (viii) Property maintenance expenses and (ix) lease up and marketing turnover costs. Notwithstanding the foregoing, Operating Expenses shall not include (A) depreciation or amortization, (B) income taxes or other charges in the nature of income taxes, (C) any expenses (including legal, accounting and other professional fees, expenses and disbursements) incurred in connection with the making of the Loan or the sale, exchange, transfer, financing or refinancing of all or any portion of any Property or in connection with the recovery of Insurance Proceeds or Awards, (D) any loss that is covered by the Policies, including any portion of a loss that is subject to a deductible under the Policies, (E) Capital Expenditures, (F) Debt Service, (G) expenses incurred in connection with the acquisition, initial renovation and initial leasing of Properties and other activities undertaken prior to such initial lease that do not constitute recurring operating expenses to be paid by Borrower, including eviction of existing residents, incentive payments to residents and other similar expenses, (H) any item of expense which would otherwise be considered within Operating Expenses pursuant to the provisions above but is paid directly by any Tenant under a Lease (it being understood that any such item of expense required to be paid directly by a Tenant but not so paid shall constitute an Operating Expense), (I) any service that is required to be provided by the Manager pursuant to the Management Agreement without compensation or reimbursement (other than the management fee set forth in the Management Agreement), (J) any expenses that relate to a Property from and after the release of such Property in accordance with Section 2.5, (K) bad debt expense with respect to Rents, (L) the value of any free rent or Concessions provided

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with respect to the Properties, (M) corporate overhead expenses incurred by Borrower’s Affiliates or (N) any amount of sales tax expense to the extent excluded from Rent and Other Receipts.
Original Lenders” means MSR I, L.P. and MSR II, L.P.
Other Charges” means all (i) HOA Fees, (ii) impositions other than Property Taxes, and (iii) any other charges levied or assessed or imposed against a Property or any part thereof other than Property Taxes.
Other Connection Taxes” means Taxes imposed as a result of a present or former connection between an Affected Party and the jurisdiction imposing such Tax (other than connections arising from such Affected Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan (or any portion thereof) or Loan Document).
Other Obligations” means (a) the performance of all obligations of Borrower contained herein and (b) the performance of each obligation of Sponsor, Equity Owner, Borrower and Borrower TRS contained in any other Loan Document.
Other Receipts” means, for any period of determination, any actual receipts received by Borrower from sources other than Rents with respect to the Properties, to the extent they are properly included as operating income for such period in accordance with GAAP (including maintenance recovery fees but, for the avoidance of doubt, excluding income from the Transfer of any Property).
Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
Outstanding Principal Balance” means, as of any date, the aggregate outstanding principal balance of the Loan as of such date.
Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as amended, and corresponding provisions of future laws.
Patriot Act Offense has the meaning set forth in Section 3.1.24(a).
Paying Agent” means Wells Fargo Bank, N.A. or any replacement institution designated by the Administrative Agent with the consent of Borrower (such consent not to be unreasonably withheld) and the Majority Lenders in accordance with this Agreement. Wells Fargo Bank, N.A. will perform its duties as Paying Agent through its Corporate Trust Services division.
Paying Agent Fee” means, (a) with respect to the initial Paying Agent appointed under this Agreement, $0 (it being agreed that fees of such Paying Agent are subsumed under the Calculation Agent Fee), and (b) with respect to any replacement Paying Agent (including the initial Paying Agent if such Paying Agent is no longer acting as the Calculation Agent), such fee or fees as shall be agreed by the Administrative Agent with the consent of the Majority Lenders and, so long as no Event of Default then exists, with the consent of Borrower.

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Payment Date” means the twentieth (20th) day of each calendar month during the Term or, if such twentieth (20th) day is not a Business Day, the immediately succeeding Business Day, commencing with the calendar month immediately following the Closing Date.
PBGC means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.
Permitted Assignee” means any of the following Persons:
(i)    any Lender or Affiliate of a Lender (other than a natural person);
(ii)    a commercial bank organized under the laws of the United States, or any state thereof, and having total net worth in excess of $1,000,000,000;
(iii)    a commercial bank organized under the laws of any other country which is a member of the Organization of Economic Cooperation and Development (“OECD”), or a political subdivision of any such country, and having total net worth in excess of $1,000,000,000, provided that in the case of a commercial bank, is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD;
(iv)    an insurance company organized under the laws of any state of the United States, or organized under the laws of any country, that is engaged in making commercial loans in the ordinary course of its business, and having (together with its Affiliates) total net worth of at least $1,000,000,000; or
(v)    any other financial institution, finance company, private equity institution or fund organized under the laws of any state of the United States that is engaged in making commercial loans in the ordinary course of its business, and having a net worth of at least $1,000,000,000 that is approved by Borrower (such approval not to be unreasonably withheld or delayed, it being understood that Borrower’s failure to consent to assignment to a Competitor shall not be deemed to be unreasonable).
Permitted Indebtedness” has the meaning set forth in Section 4.2.2.
Permitted Investments” means:
(a)    obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (i) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have an “r” highlighter affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (iv) such investments must not be subject to liquidation prior to their maturity;

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(b)    federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “A2” by Moody’s and “A” by S&P, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “A1” by Moody’s and “A+” by S&P, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “Aa3” by Moody’s and “AA-” by S&P, and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated “Aaa” by Moody’s and “AAA” by S&P; provided, however, that the investments described in this clause must (i) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have an “r” highlighter affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (iv) such investments must not be subject to liquidation prior to their maturity;
(c)    fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “A2” by Moody’s and “A” by S&P, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “A1” by Moody’s and “A+” by S&P, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “Aa3” by Moody’s and “AA-” by S&P, and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated “Aaa” by Moody’s and “AAA” by S&P; provided, however, that the investments described in this clause must (i) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have an “r” highlighter affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (iv) such investments must not be subject to liquidation prior to their maturity;
(d)    debt obligations with maturities of not more than 365 days and at all times rated by each of Moody’s and S&P in its highest long-term unsecured rating category); provided, however, that the investments described in this clause must (i) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have an “r” highlighter affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (iv) such investments must not be subject to liquidation prior to their maturity;

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(e)    commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “A2” by Moody’s and “A” by S&P, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “A1” by Moody’s and “A+” by S&P, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated at least “Aa3” by Moody’s and “AA-” by S&P, and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by each of S&P and Moody’s and the long term obligations of which are rated “Aaa” by Moody’s and “AAA” by S&P; provided, however, that the investments described in this clause must (i) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (ii) if rated by S&P, must not have an “r” highlighter affixed to their rating, (iii) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (iv) such investments must not be subject to liquidation prior to their maturity;
(f)    units of taxable money market funds, which funds are regulated investment companies invested solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each of S&P and Moody’s for money market funds; and
(g)    any other security, obligation or investment which has been specifically approved as a Permitted Investment in writing by Administrative Agent;
provided, however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment and provided, further, that each investment described hereunder must have (x) a predetermined fixed amount of principal due at maturity (that cannot vary or change) and (y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days.
Permitted Liens” means, collectively, (i) the Liens and security interests created by the Collateral Documents, (ii) all encumbrances and other matters disclosed in the Title Insurance Policies for the Properties, (iii) Liens, if any, for Non-Property Taxes or Property Taxes imposed by any Governmental Authority not yet due or delinquent, (iv) Liens arising after the Closing Date for Non-Property Taxes, Property Taxes or Other Charges being contested in accordance with Section 4.1.4 or Section 4.4.5, (v) any workers’, mechanics’ or other similar Liens on a Property that are bonded or discharged within sixty (60) days after Borrower first receives written notice of such Lien or which are being contested in accordance with Section 4.4.5, (vi) all easements, rights-of-way, restrictions and other similar non-monetary encumbrances recorded against and affecting any Property and that would not reasonably be expected to and do not have an Individual Material Adverse Effect on the Property, (vii) such other title and survey exceptions as Administrative Agent has approved or may approve in writing in Administrative Agent’s reasonable discretion, (viii) for the first one-hundred eighty days following the Closing Date only, the Specified Liens, (ix) rights of occupancy of

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Tenants under Leases and (x) bankers’ Liens, rights of setoff and other similar Liens of the Rent Deposit Bank or the Cash Management Account Bank, as applicable, existing solely with respect to funds on deposit in or credited to the Rent Deposit Account or the Cash Management Account, as applicable, pursuant to the Loan Documents, in the ordinary course of business in favor of the bank or other depository institution or securities intermediary with which such accounts are maintained.
Permitted Transferee” means, an entity or person whose creditworthiness is acceptable to the Administrative Agent and the Majority Lenders and who is otherwise acceptable as a counterparty to the Administrative Agent and the Majority Lenders, in each case, acting in their reasonable discretion. Any such determination by the Administrative Agent and the Majority Lenders shall not be unreasonably withheld or delayed.
Permitted Transfers” has the meaning set forth in Section 4.2.17(d).
Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.
Plan” means an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is established, maintained or contributed to by any Loan Party or any of its ERISA Affiliates (or as to which such entity has any liability) and that is covered by Title IV of ERISA, other than a Multiemployer Plan.
Plan Termination Event” means (i) any Reportable Event with respect to any Plan; (ii) the withdrawal of any Loan Party or any of its ERISA Affiliates from a Plan during a plan year in which such Loan Party or such ERISA Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (iii) the imposition of an obligation on any Loan Party or any of its ERISA Affiliates under Section 4041 of ERISA to provide affected parties written notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution of proceedings by the PBGC to terminate a Plan; (v) any event or condition which could reasonably constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (vi) the partial or complete withdrawal of any Loan Party or any of its ERISA Affiliates from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.
Policy” and Policies shall have the respective meanings set forth in Section 5.1.1(b).
Pre-Existing Indebtedness” means the 2016-1 Loan, as guaranteed by the Equity Owner, all of which indebtedness has been satisfied in full or is being satisfied in full with the proceeds of the Loan.
Prepayment Notice” means a prior written notice to Administrative Agent specifying the proposed Business Day on which a prepayment of the Debt is to be made pursuant to Section 2.4.1, which date shall be no earlier than ten (10) days after the date of such Prepayment Notice (or such earlier date as may be agreed by Administrative Agent) and no later than ninety (90) days after the date of such Prepayment Notice. A Prepayment Notice may be revoked in writing by Borrower, or may be modified in writing by Borrower to a new specified Business Day, in each case, on or prior to the proposed prepayment date set forth in such Prepayment Notice; provided that such new Business Day shall be no earlier than such proposed prepayment date. If revoked (as opposed to modified), any new Prepayment Notice shall comply with the timeframes set forth above. Borrower shall pay to the Administrative Agent or any Lender all reasonable and documented costs (including attorneys’ fees of external counsel) and out-of-pocket expenses, if any, incurred by such party in connection with Borrower’s permitted revocation or modification of any Prepayment Notice.

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Previously-Owned Properties” means each of those properties shown on Schedule IX, which are no longer owned by Borrower as of the date hereof. None of the Previously-Owned Properties are Properties.
Properties” means the residential real properties described on the Properties Schedule most recently delivered pursuant to this Agreement (each, a “Property”); provided that if the Allocated Loan Amount for any Property has been reduced to zero and all interest and other Obligations related thereto that are required to be paid on or prior to the date when the Allocated Loan Amount for such Property is required to be repaid have been repaid in full, then such residential real property shall no longer be a Property hereunder. The Properties include the Improvements now or hereafter erected or installed thereon and other personal property owned by Borrower (or Borrower TRS) located thereon, together with all rights pertaining to such real property, Improvements and personal property. Any Property transferred to Borrower TRS shall continue to constitute a “Property” for purposes of this Agreement and the Loan Documents.
Properties Schedule” means the data tape of Properties attached hereto as Schedule II-A as of the Closing Date (in the same form as the data tape set forth on Schedule II-A, with any adjustments as agreed upon by Borrower and Administrative Agent in its reasonable discretion) and as updated on a monthly basis and supplemented quarterly by the data required pursuant to Section 4.3.7.
Property Covenants” means those covenants set forth in Section 4.4 and the covenants contained in Section 2 of the Environmental Indemnity.
Property Cut-Off Date” means the cut-off date set forth in the Property Schedule when such Property is submitted to the Administrative Agent to confirm eligibility pursuant to Section 2.1.2.
Property File” means with respect to each Property:
(i)    The purchase agreement or other applicable purchase documentation reasonably satisfactory to Administrative Agent;
(ii)    The documentation described in Sections 3.2.3, 3.2.4 and 3.2.5, the Lease (if any) with respect to such Property, in each case, as of the Property Cut-Off Date as required to be maintained pursuant to Sections 4.4.7 and 4.4.8;
(iii)    Evidence reasonably satisfactory to Administrative Agent of the insurance policies required by Section 5.1.1 with respect to such Property; and
(iv)    To the extent received by Borrower, Manager or an Affiliate thereof, (a) an appraisal, (b) third-party reports and agreed-upon procedures letters and reports (whether drafts or final forms), site inspection reports and other due diligence materials prepared by or on behalf of or delivered to Borrower and (c) such further documents or information as the Diligence Agent reasonably requests to allow the Diligence Agent to provide a Diligence Agent Certification as required pursuant to Section 2.1.2 and with respect to any Substitute Property.
Property Files Website” shall have the meaning assigned thereto in Section 9.29.
Property Representations” means those representations and warranties set forth in Section 3.2 and Section 1 of the Environmental Indemnity.
Property Taxes” means any real estate and personal property taxes, assessments, water charges, sewer rents, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto now

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or hereafter levied or assessed or imposed by a Governmental Authority against any Property, any Collateral, any part of any of the foregoing or Borrower.
Provided Information” means any and all financial and other information provided at any time prepared by, or on behalf of, Borrower, Equity Owner and/or the Manager.
Qualified Intermediary” means a “qualified intermediary” as defined in Section 1031 of the Code and the related Treasury Regulations.
Qualified Manager” means (i) each Existing Manager, (ii) any Person that is under common Control with the Sponsor and/or (iii) a reputable Person that has at least two (2) years’ experience in the management of at least two hundred and fifty (250) residential rental properties in each metropolitan statistical area in which the applicable Properties to be managed by such Person are located and is not the subject of a bankruptcy or similar proceeding; provided, that in the case of the foregoing clause (iii), Borrower shall have obtained the prior written consent of Administrative Agent to such successor Manager; and provided, further, that in the case of the foregoing clause (ii) and clause (iii), if such Person is an Affiliate of Borrower, Borrower shall have obtained an Additional Insolvency Opinion if such an opinion is requested by Administrative Agent.
Quarterly Rollup Report” has the meaning set forth in Section 4.3.7.
Reference Period” means any period of four consecutive fiscal quarters of the Sponsor for which financial statements have been or are required to have been delivered by the Sponsor to the Administrative Agent pursuant to this Agreement.
REIT” means a real estate investment trust, as defined in Section 856 of the Code.
Release Amount” means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:
(i)    (x) if such Property has failed to qualify as an Eligible Property (other than due to the occurrence of a Voluntary Action and, in any event, after giving effect to any applicable Cure Period), or (y) if such Property if subject to any Casualty or Condemnation, an amount equal to 100% of the Allocated Loan Amount for such Property;
(ii)    with respect to any other Property transferred or otherwise removed from this Agreement, an amount equal to 110% of the Allocated Loan Amount for such Property.
Release Date” means, with respect to any Release Property, the date the conditions set forth in Section 2.5 are satisfied with respect to such Release Property (including the prepayment as required by Section 2.4.2).
Release Property” has the meaning set forth in Section 2.5.
Relevant Party” means each Loan Party and Sponsor (and, collectively “Relevant Parties”).
Relinquished Property” means any Property that qualifies as “relinquished property” within the meaning of Section 1.1031(k)-1(a) of the Treasury Regulations.

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Renovation Standards” means the maintenance, repairs, improvements and installations that (i) are necessary for a Property to conform to applicable material Legal Requirements and (ii) do not deviate materially from local rental market standards for the area in which such Property is located.
Rent Deposit Account has the meaning set forth in Section 2.6.1(a).
Rent Deposit Bank” has the meaning set forth in Section 2.6.1(a).
Rent Refund” means, with respect to any Tenant in default under any applicable Lease, any payment of Rent (in whole or in part) delivered by such Tenant to Borrower or the Manager, to the extent Borrower or the Manager as applicable, reasonably determines the return of the same is necessary in order to preserve Borrower’s enforcement remedies under the applicable Lease.
Rents” or “Rent” means, with respect to each Property, all rents and rent equivalents (including forfeited security deposits allocated to rent) and any fees, payments or other compensation from any Tenant, excluding any fees paid to any Manager of a Property by a Tenant that are not distributed to Borrower (including, without limitation, credit-check fees, late fees and application fees).
Replaced Property” means, either a Disqualified Property that is replaced with a Substitute Property or any other Property that is replaced with a Substitute Property.
Replacement Interest Rate Cap Agreement” means, collectively, one or more interest rate protection agreements, acceptable to Administrative Agent (on behalf of the Secured Parties), from an Acceptable Counterparty with terms that are the same in all material respects as the terms of the Interest Rate Cap Agreement except that the same shall be effective as of the date required in Section 2.2.7(d), except that in connection with the conversion of the Loan to an Alternative Rate Loan, the same shall be effective as of the date required in Section 2.2.7(g); provided, that to the extent any such interest rate protection agreements do not meet the foregoing requirements, a Replacement Interest Rate Cap Agreement shall be such interest rate protection agreements approved in writing by the Administrative Agent.
Replacement Management Agreement” means, collectively, (i) either (a) a management agreement or sub-management agreement with a Qualified Manager, substantially in the same form and substance as the Existing Management Agreements, (b) a management agreement or sub-management agreement with a Qualified Manager, which management agreement or sub-management agreement, as applicable, shall be reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) in form and substance; provided, that with respect to this clause (b) in the case of a management agreement, if such management agreement provides for the payment of management fees at a rate that is in excess of the rate provided for under the related Existing Management Agreement, then Borrower shall have obtained the prior written consent of Administrative Agent with respect to such increase in management fees or (c) a management agreement or sub-manager with a Manager approved by Administrative Agent in accordance with Section 4.1.19(b)(y) or Section 4.1.19(c)(y) and satisfying the conditions set forth in clauses (a) and (b) above, and (ii) a collateral assignment of management agreement and subordination of management fees substantially in the form of the Collateral Assignments of Management Agreement dated as of the Closing Date (or such other form and substance reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) and the Qualified Manager).
Reportable Event” means a “reportable event” as defined in Section 4043 of ERISA other than an event for which the 30-day notice period is waived.

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Request for Release” means a request to Transfer a Property from Borrower substantially in the form attached hereto as Exhibit D.
Required Lien Reserve Amount” means, with respect to each Property with a Specified Lien, an amount equal to the sum of (i) 120% of the lien amount relating to the Specified Lien with respect to such Property plus (ii) if such Specified Lien accrues interest and/or penalties, 120% of the interest and/or penalties that would accrue on such Specified Lien for 180 days following the Closing Date.
Reserve Funds” means, collectively, all funds deposited by Borrower with Paying Agent pursuant to Article VI, including, but not limited to, the Capital Expenditure Funds, the Insurance Funds, the HOA Funds, the Tax Funds, the Casualty and Condemnation Funds, the Eligibility Funds the Advance Rent Funds and the Lien Reserve Funds.
Reserve Release Date” means any Business Day as requested by Borrower pursuant to a Reserve Release Request; provided, that there shall be no more than one Reserve Release Date in any calendar month.
Reserve Release Request” means any written request by Borrower for a release of Reserve Funds made in accordance with Article VI.
Responsible Officer” means, (i) as to any Person other than the Calculation Agent and the Paying Agent, the managing partner, chief executive officer, president, senior vice president, managing director, director, or, with respect to financial matters (including the Officer’s Certificate and Compliance Certificate delivery requirements pursuant to Section 4.3.1(c) and (d)), the chief financial officer or treasurer of such Person (or, with respect to matters conferring “knowledge” or “actual knowledge” of Borrower or Sponsor herein, a director of treasury or capital markets or other person having direct supervisory authority with respect to this Agreement); provided, that in the event any such officer is unavailable at any time he or she is required to take any action hereunder, Responsible Officer means any officer authorized to act on such officer’s behalf as demonstrated by a certified resolution, and (ii) as to the Calculation Agent and the Paying Agent, any officer of such party having direct responsibility for the administration of this Agreement and also, with respect to any particular matter related to this transaction, any other officer of such party to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.
Restoration” means the repair and restoration of any Property after a Casualty as nearly as possible to the condition such Property was in immediately prior to such Casualty, with such material alterations as may be approved by Administrative Agent, such approval not to be unreasonably withheld, delayed or conditioned.
Restricted Junior Payment” means, with respect to any Person, (i) any dividend or other distribution of any nature (cash, securities, assets, Indebtedness or otherwise) and any payment, by virtue of redemption, retirement or otherwise, on any class of Equity Interests or subordinate Indebtedness issued by such Person, whether such Equity Interests are now or may hereafter be authorized or outstanding and any distribution in respect of any of the foregoing, whether directly or indirectly, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests or subordinate Indebtedness of such Person now or hereafter outstanding, or (iii) any payment of management or similar fees by such Person (other than payment of management fees under the Management Agreement to the extent expressly permitted by this Agreement).
Restricted Party” means, collectively, Borrower TRS, Borrower, Equity Owner and any other direct or indirect equity holder in Borrower TRS, Borrower or Equity Owner up to, but not including, the first direct or indirect equity holder that has substantial assets other than the Properties and the Collateral.

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S&P” means S&P Global Ratings.
Sanctions means all economic sanctions administered or enforced by OFAC, the U.S. Department of State or any other Governmental Authority, including, without limitation, Executive Order 13224 issued on September 24, 2001, to which any Loan Party is subject.
SEC” has the meaning set forth in Section 9.27(a).
Secured Parties” means each Lender, the Administrative Agent, each Servicing Agent and each other Indemnified Party.
Securities Act” means the Securities Act of 1933.
Security Deposit Account has the meaning set forth in Section 4.1.17(a).
Servicing Agents means, collectively, the Paying Agent, the Calculation Agent, the Custodian and the Diligence Agent and “Servicing Agent” shall mean any one of them.
Solvent” means, with respect to any Person or any consolidated group, on any date of determination, that on such date (i) the fair saleable value of such Person’s or consolidated group’s assets exceeds its total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities, (ii) the fair saleable value of such Person’s or consolidated group’s assets exceeds its probable liabilities, as applicable, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured, (iii) such Person’s or consolidated group’s assets do not constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted and (iv) such Person or consolidated group does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by it and the amounts to be payable on or in respect of its obligations).
Special Members” has the meaning set forth in the definition of Special Purpose Entity.
Special Purpose Entity” means a limited liability company that, since the date of its formation and at all times on and after the date thereof, has complied with and shall at all times comply with the following requirements unless it has received either prior consent to do otherwise from Administrative Agent, in each case:
(i)    is and shall be organized solely for the purpose of (A) in the case of Borrower, acquiring, maintaining, renovating, rehabilitating, owning, holding, marketing, selling, leasing, transferring, managing and operating the Properties, entering into and performing its obligations under the Loan Documents to which it is a party, refinancing the Properties in connection with a permitted repayment of the Loan, acting as the sole member of Borrower TRS and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, (B) in the case of Equity Owner, acting as the sole member of Borrower, entering into and performing its obligations under the Loan Documents to which it is a party and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, and (C) in the case of Borrower TRS, marketing and selling Properties and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing provided, that (i) Borrower shall not be deemed to have violated clause (A) of this paragraph (i) by virtue of Borrower having previously owned or disposed

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of any Previously-Owned Properties or having previously incurred or discharged Pre-Existing Indebtedness and (ii) Equity Owner shall not be deemed to have violated clause (B) of this paragraph (i) by virtue of having acted as sole member of Borrower or having previously guaranteed the 2016-1 Loan;
(ii)    has not engaged and shall not engage in any business unrelated to (A) in the case of Borrower, the acquisition, renovation, maintenance, ownership, holding, marketing, sale, leasing, transfer, management, operation or financing of the Properties (or, in the case of activities prior to the Closing Date, any Previously-Owned Properties), or acting as the sole member of Borrower TRS, (B) in the case of Equity Owner, acting as the sole member of Borrower, and (C) in the case of Borrower TRS, marketing and selling Properties;
(iii)    has not owned and shall not own any real property other than (in the case of Borrower, the Properties and, solely with respect to periods prior to the Closing Date, any Previously-Owned Properties);
(iv)    does not have, shall not have and at no time had any assets other than (A) in the case of Borrower, the Properties, its limited liability company interest in Borrower TRS and, in each case, personal property necessary or incidental to its ownership thereof, (B) in the case of Equity Owner, its limited liability company interest in Borrower and personal property necessary or incidental to its ownership of such interest and (C) in the case of Borrower TRS, Properties and personal property necessary or incidental to its marketing and sale of such Properties; provided, that Borrower shall not be deemed to have violated clause (A) of this paragraph (iv) by virtue of Borrower having previously owned or disposed of any Previously-Owned Properties or personal property incidental thereto;
(v)    shall not cause, consent to or permit any amendment of its certificate of formation or its limited liability company agreement with respect to the matters set forth in this definition;
(vi)    (A) is and shall be a Delaware limited liability company, (B) has and shall have at least two (2) Independent Directors serving as managers of such company, (C) shall not, without the prior unanimous written consent of the managing member (or other applicable governing body) and the Independent Directors, take any of the following actions (and the managing member (or other applicable governing body) may not vote on, or authorize the taking of, any of the following actions unless there are at least two (2) Independent Directors then serving as managers of such Special Purpose Entity in such capacity and all such Independent Directors consent thereto (each, a “Material Action”): (1) filing or consenting to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, (2) seeking or consenting to the appointment of a receiver, liquidator or any similar official of such Special Purpose Entity or a substantial part of its business, (3) making an assignment for the benefit of creditors of such Special Purpose Entity, (4) admitting in writing its inability to pay debts generally as they become due, (5) declaring or effectuating a moratorium on the payment of any obligations of such Special Purpose Entity, or (6) taking any action in furtherance of the foregoing, provided, for purposes of clauses (4) and (6), the following shall not constitute a Material Action: (x) admissions or statements which are compelled and required by law and which are true and correct, or (y) admissions or statements in writing

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to the Administrative Agent, or in connection with any audit opinion or “going concern” qualification in its audited financial statements, that (I) in the case of Borrower, it cannot pay its Operating Expenses, (II) in the case of Borrower, it cannot pay debt service on the Loan, or (III) in the case of Borrower, it cannot repay or refinance the Loan on the Maturity Date and (D) under the terms of its limited liability company agreement, immediately prior to the withdrawal or dissolution of the last remaining member of the company, each of the persons acting as Independent Director of such entity shall, without any action of any Person, automatically be admitted as members of the limited liability company (“Special Members”) and shall pursue and continue the existence of the limited liability company without dissolution and such Special Members may not resign as such until (i) a successor Special Member has been admitted to the limited liability company as a Special Member and (ii) such successor Special Member has also accepted its appointment as an Independent Director;
(vii)    has and shall have a limited liability agreement that provides that, to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, no Independent Director of such Special Purpose Entity shall be liable to such Special Purpose Entity, its equity holders or any other Person bound by its limited liability agreement for breach of contract or breach of duties (including fiduciary duties), unless such Independent Director acted in bad faith or engaged in willful misconduct;
(viii)    has and shall have a limited liability agreement that provides that such entity shall not (A) to the fullest extent permitted by law, dissolve, merge, divide, liquidate, consolidate; (B) sell all or substantially all of its assets; or (C) amend its organizational documents with respect to the matters set forth in this definition without the consent of the Administrative Agent;
(ix)    has at all times been and shall intend at all times to remain solvent and, has paid and shall pay its debts and liabilities (including, a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the same shall become due, and has maintained and shall intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that the foregoing shall not require any direct or indirect member of such Special Purpose Entity to make any additional capital contributions to such Special Purpose Entity;
(x)    has not failed and shall not fail to correct any known misunderstanding regarding the separate identity of such Special Purpose Entity and has not identified and shall not identify itself as a division of any other Person;
(xi)    has maintained and shall maintain its bank accounts, books of account, books and records separate from those of any other Person and will file its own tax returns except to the extent such Special Purpose Entity is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law;
(xii)    has maintained and shall maintain its own corporate records, books, resolutions and agreements separate from those of any other Person;

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(xiii)    has not commingled and, except as contemplated by this Agreement shall not commingle its funds or assets with those of any other Person and has not participated and shall not participate in any cash management system with any other Person;
(xiv)    has held and shall hold its assets in its own name; provided that Borrower TRS may hold assets in Borrower’s name;
(xv)    has conducted and shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Borrower, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of such Special Purpose Entity;
(xvi)    (A) has maintained and shall maintain its financial statements, accounting records and other entity documents separate from those of any other Person; (B) has shown and shall show, in its financial statements, its assets and liabilities separate and apart from those of any other Person (other than as between Borrower and Borrower TRS); and (C) has not permitted and shall not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided, however, that any such consolidated financial statement contains a note indicating that such Special Purpose Entity is a separate entity whose assets and credit are not available to pay the debts of such Affiliate and that such Special Purpose Entity’s liabilities do not constitute obligations of the consolidated entity;
(xvii)    Borrower, has paid and shall pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and shall maintain a sufficient number of employees or contract for sufficient services in light of its contemplated business operations;
(xviii)    has observed and shall observe all limited liability company formalities;
(xix)    has not incurred and shall not incur any Indebtedness other than (A) with respect to Borrower or Borrower TRS, Permitted Indebtedness and any Pre-Existing Indebtedness, and (B) with respect to Equity Owner, Equity Owner Permitted Indebtedness and the 2016-1 Loan;
(xx)    has not assumed, guaranteed or become obligated and shall not assume or guarantee or become obligated for the debts of any other Person, has not held out and shall not hold out its credit as being available to satisfy the obligations of any other Person, in each case, except as permitted or contemplated by the Loan Documents and except, solely with respect to periods prior to the Closing Date, Pre-Existing Indebtedness;
(xxi)    has not acquired and shall not acquire obligations or securities of its members or any Affiliate, except (A) in the case of the Equity Owner, as a result of being the sole member of Borrower, and (B) in the case of Borrower, as a result of being the sole member of Borrower TRS;
(xxii)    has allocated and shall allocate fairly and reasonably any overhead expenses that are shared with any of its Affiliates, constituents, or owners, or any guarantors of any

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of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and for services performed by any employee of an Affiliate;
(xxiii)    has maintained and used and shall maintain and use separate stationery, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being such Special Purpose Entity’s agent;
(xxiv)    has not pledged and shall not pledge its assets to secure the obligations of any other Person, except to Administrative Agent to secure the Loan and except with respect to liens securing Pre-Existing Indebtedness which have been released or assigned to the Administrative Agent as of the Closing Date;
(xxv)    has maintained and shall maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;
(xxvi)    has not made and shall not make loans to any Person and has not held and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and Permitted Investments);
(xxvii)    has not identified and shall not identify its members or any Affiliate of any of them or as a division or part of it, and has not identified itself and shall not identify itself as a division of any other Person;
(xxviii)    other than capital contributions and distributions permitted under the terms of its organizational documents, has not entered into or been a party to, and shall not enter into or be a party to, any transaction with any of its members except in the ordinary course of its business and on terms which are commercially reasonable and comparable to those of an arm’s-length transaction with an unrelated third party;
(xxix)    has not had and shall not have any obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or members, as the case may be, in each case, unless such an obligation or indemnification is fully subordinated to the Debt and shall not constitute a claim against it in the event that its cash flows are insufficient to pay the Debt;
(xxx)    has not had and shall not have any of its obligations guaranteed by any Affiliate, except as provided by the Loan Documents or, with respect to periods prior to the Closing Date, as contemplated by the Pre-Existing Indebtedness;
(xxxi)    has not formed, acquired or held and shall not form, acquire or hold any subsidiary, except as contemplated by the Loan Documents or, with respect to periods prior to the Closing Date, as contemplated by the Pre-Existing Indebtedness;
(xxxii)    has complied and shall comply with all of the terms and provisions contained in its organizational documents;
(xxxiii)    has conducted and shall conduct its business so that each of the assumptions made about it and each of the facts stated about it in each applicable Insolvency Opinion,

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or if applicable, any Additional Insolvency Opinion, are true and correct in all material respects; and
(xxxiv)    has not permitted and shall not permit any Affiliate or constituent party independent access to its bank accounts, except the Manager pursuant to the Management Agreement entered into in accordance with this Agreement.
Specified Disqualified Property” means, the Property identified with Property ID MSR101801 on the Properties Schedule set forth on Schedule II-A.
Specified Documents” means, with respect to any Property File, each document listed in the definition of “Property File”.
Specified Liens” means Liens on properties owned by Borrower or Affiliates of Borrower described on Schedule V affecting one or more of the Properties as of the Closing Date.
Sponsor” means Front Yard Residential Corporation, a Maryland corporation operating as a real estate investment trust.
Sponsor Financial Covenant” means, the requirements that (a) Sponsor shall maintain at all times (i) Liquidity of an amount greater than or equal to the Minimum Liquidity Amount; and (ii) an Interest Coverage Ratio greater than or equal to 1.20:1.00 and (b) Sponsor shall not, at any time, permit (i) its Tangible Net Worth to decline below its Tangible Net Worth Floor, (ii) its Tangible Net Worth to decline by more than twenty-five percent (25%) quarter-over-quarter or (iii) its Tangible Net Worth to decline by more than thirty-five percent (35%) year-over-year.
Sponsor Guaranty” means that certain Sponsor Guaranty, dated as of the Closing Date, executed by Sponsor in connection with the Loan for the benefit of the Administrative Agent (acting on behalf of the Secured Parties).
Sponsor Underwritten Cap-Ex” means, as of any date of determination, an amount equal to the product of (a) $800 multiplied by (b) the number of residential properties owned directly or indirectly by the Sponsor as of such date of determination.
Spread Maintenance Date” means the date which is the three year anniversary of the Closing Date.
Spread Maintenance Premium” means, with respect to any prepayment of principal (other than as set forth in Section 2.4.4) on or prior to the Spread Maintenance Date, for the benefit of each Lender an amount equal to the product of (1) one and eight-tenths of one percent (1.80%), (2) the aggregate principal portion of the Loan being prepaid and (3) a fraction (A) the numerator of which is the number of days remaining from and including such prepayment date to but excluding the Spread Maintenance Date and (B) the denominator of which is 360.
Springing Deed of Trust Trigger Event” means an event that occurs when an Event of Default has occurred and is continuing.
Springing Mortgage Documents” means, with respect to each Property, the related second lien Mortgages, and the related second lien Collateral Assignments of Leases and Rents and Fixture Filings delivered by the Borrower to the Custodian in accordance with this Agreement.

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State” means, with respect to a Property, the State or Commonwealth in which such Property or any part thereof is located.
Strike Price” means (a) as to the Interest Rate Cap Agreement entered into on the Closing Date, 2.50% per annum, and (b) as to any Replacement Interest Rate Cap Agreement obtained in connection with the conversion of the Loan to an Alternative Rate Loan, a rate per annum equal to the interest rate at which the Debt Service Coverage Ratio as of the Calculation Date immediately preceding the conversion date is not less than 1.20:1.00.
Subaccounts has the meaning set forth in Section 2.6.2(e).
Subsidiary” means a Person as to which shares of stock thereof, or membership interests or partnership interests therein, in each case having ordinary voting power to elect a majority of the Board of Directors or other managers or partners of such Person, are at the time of determination owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by Borrower or Sponsor.
Substitute Mortgage Documents” has the meaning set forth in the definition of “Eligible Substitute Property”.
“Substitute Properties” has the meaning set forth in the definition of “Substitution”
Substitution” means the acquisition by Borrower of one or more Eligible Substitute Properties (each, a “Substitute Property”) following the Transfer of one or more Replaced Properties, in each case, upon the satisfaction of the Substitution Conditions.
Substitution Conditions” has the meaning set forth in Section 2.5.2.
Substitution Date” means the date of the consummation of any Substitution.
Supermajority Lenders” means, at any time, the Lender or Lenders, whose Lender Percentages (which Lender Percentages shall (i) include the Lender Percentage of Morgan Stanley Bank, N.A. so long as Morgan Stanley Bank, N.A. is a Lender, and (ii) exclude the Lender Percentages of any Lender that is an Affiliate of any Relevant Party), together exceed seventy-five percent (75%) of the Outstanding Principal Balance; provided that (a) if Morgan Stanley Bank, N.A. is a Lender and holds more than 75% of the Outstanding Principal Balance of the Loan at such time, then “Supermajority Lenders” shall mean Morgan Stanley Bank, N.A. and one other Lender, and (b) if there is only one Lender, then “Supermajority Lenders” shall mean the Lender. The determination of Supermajority Lender shall be made, in all circumstances by the Administrative Agent and such determination shall be binding on each Lender in all respects hereunder.
Tangible Net Worth” means, with respect to any Person as of any date of determination, the consolidated Net Worth of such Person and its Subsidiaries, less the consolidated net book value of all assets of such Person and its Subsidiaries (to the extent reflected as an asset on the balance sheet of such Person or any Subsidiary at such date) which will be treated as intangibles under GAAP consistently applied, including such items as deferred financing expenses, deferred Taxes, net leasehold improvements, good will, trademarks, trade names, service marks, copyrights, patents, licenses and unamortized debt discount and expense; provided that residual securities issued by such Person or its Subsidiaries shall not be treated as intangibles for purposes of this definition as determined based on the financial statements delivered pursuant to this Agreement.

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Tangible Net Worth Floor” means, with respect to the Sponsor, as of the applicable date of determination, an amount equal to the sum of (i) $150,000,000 and (ii) 75% of net capital raised by the Sponsor following the Closing Date.
Tax Funds has the meaning set forth in Section 6.1.1.
Tax Subaccount means the account established by the Paying Agent and maintained by the Cash Management Account Bank in accordance with the terms of Section 6.1.1 titled “82561509, Tax Account - Wells Fargo Bank, N.A., as Paying Agent in trust for the Secured Parties” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Paying Agent to the Administrative Agent and Borrower.
Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Tenant” means any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of a Property.
Term” means the entire term of this Agreement, which shall expire upon repayment in full of the Debt.
Title Insurance Owner’s Policy” means, with respect to each Property, an ALTA owner title insurance policy issued by a title insurance company reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) in a form reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) (or, if a Property is in a state which does not permit the issuance of such ALTA policy, such form as shall be permitted in such state and determined that is reasonably acceptable to Administrative Agent (on behalf of the Secured Parties)) issued with respect to such Property and insuring Borrower’s legal title to such Property.
Title Insurance Policy” means, with respect to each Property or multiple Properties encumbered by the same Mortgage, an ALTA mortgagee title insurance policy issued by a title insurance company reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) containing such endorsements as the Administrative Agent may reasonably require (to the extent available in the state where the Property or the Properties, as applicable, are located) in a form reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) (or, if such Property or the Properties, as applicable, are located in a state which does not permit the issuance of such ALTA policy, such form as shall be permitted in such state and determined that is reasonably acceptable to Administrative Agent (on behalf of the Secured Parties)) issued with respect to such Property or Properties, as applicable, and insuring the Lien of the Mortgage Documents encumbering such Property or Properties, as applicable (subject to Permitted Liens).
Transaction” means the transaction contemplated by this Agreement and the other Loan Documents.
Transfer has the meaning set forth in Section 4.2.17(b).
Transfer Expenses” means, with respect to the Transfer of any Property, the reasonable expenses of Borrower or, in each case, the Qualified Intermediary, as assignee thereof, incurred in connection therewith not to exceed six percent (6.0%) of all gross amounts realized with respect thereto, for any of the following: (i) third party real estate commissions, (ii) the closing costs of the purchaser of such Property actually paid

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by Borrower or, in each case, the Qualified Intermediary, as assignee thereof, and (iii) Borrower’s or, in each case, the Qualified Intermediary’s, as assignee thereof, miscellaneous closings costs, including, but not limited to title, escrow and appraisal costs and expenses.
UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect in the State (with respect to fixtures), the State of New York or the state in which the Cash Management Account is located, as the case may be.
Underwriting Package” means with respect to one or more Properties, Borrower’s internal documents (redacted to protect confidential information) setting forth all material information relating to a Property which is in the possession of Borrower or any Affiliate thereof and prepared by Borrower or any Affiliate thereof for its evaluation of such Property. In addition, the Underwriting Package shall include all of the following with respect to each Property, to the extent applicable and available:
(a)    the Property File; and
(b)    a Property Schedule as of the related Property Cut-Off Date.
Underwritten Capital Expenditures” means, as of any date of determination, for the twelve (12) month period ending on such date, the product of (i) the number of Properties multiplied by (ii) $800.
Underwritten Net Cash Flow” means, as of any date of determination, the excess of: (a) for the twelve (12) month period ending on such date, the sum of (i) Actual Rent Collections, and (ii) Other Receipts; over (b) for the twelve (12) month period ending on such date, the sum of (i) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses and (ii) Underwritten Capital Expenditures. For purposes of the foregoing calculations, for each of the first three Calculation Dates after the Closing Date, Operating Expenses, Actual Rent Collections (subject to certain adjustments with respect to Advance Rent and late rent) and Other Receipts with respect to the Properties for the period from the Closing Date to and including each such Calculation Date shall be annualized to determine the twelve (12) month Operating Expenses, Actual Rent Collections and Other Receipts with respect to the Properties. For the avoidance of doubt, in connection with the delivery of a monthly Properties Schedule, underwritten numbers determined by Borrower in good faith may be used in the foregoing calculations in lieu of actual numbers for any month in a calendar quarter which has not yet ended and further, for any given Properties Schedule, Borrower shall use (and report) actual numbers for calculations for the previously ended calendar quarter to the extent such Properties Schedule is being delivered 45 days after such previously ended calendar quarter (and Borrower may use underwritten numbers for such previously ended calendar quarter for any Properties Schedule delivered prior to such 45 day period).
Notwithstanding the foregoing, Underwritten Net Cash Flow shall not include (a) any Insurance Proceeds (other than business interruption and/or rental loss insurance proceeds and only to the extent allocable to the applicable reporting period) or Operating Expenses covered by such Insurance Proceeds, (b) any proceeds resulting from the Transfer of all or any portion of any Property, including any Award, (c) any item of income otherwise included in Underwritten Net Cash Flow but paid directly by any Tenant to a Person other than Borrower as an offset or deduction against Rent payable by such Tenant, provided such item of income is for payment of an item of expense (such as payments for utilities paid directly to a utility company) and such expense is otherwise excluded from the definition of Operating Expenses pursuant to clause (H) of the definition thereof, (d) security deposits received from Tenants until forfeited or applied, (e) any lease buy-out or surrender payment from any Tenant or (f) any amounts attributable to any Disqualified Property unless Borrower has made a deposit of Eligibility Funds into the Eligibility Reserve Subaccount in an amount equal to one hundred percent (100%) of the Allocated Loan Amount for such Property.

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United States” means the United States of America.
Unleased Property” means, individually, and “Unleased Properties” means, collectively, the Properties listed on Schedule VI attached hereto which are not leased to or occupied by any Tenant as of the applicable Property Cut Off Date.
Unrestricted Cash” means any cash or Permitted Investments not held in the Cash Management Account, any Subaccount, any Rent Deposit Account or any Security Deposit Account or required to be deposited therein pursuant to this Agreement; provided, that funds held in Borrower’s Operating Account that were disbursed to Borrower for Operating Expenses set forth in a Monthly Budgeted Amount or for Approved Extraordinary Expenses pursuant to Section 2.6.3(n)(ii) and which have not been expended therefor are not Unrestricted Cash.
U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.
U.S. Tax Compliance Certificate has the meaning set forth in Section 2.7.5(ii)(B)(3).
Voluntary Action” means, in respect of any Property, a voluntary action or omission by any Loan Party or an action or omission by any third party authorized by a Loan Party that, in each case, such Loan Party intends to result in (i) an imposition of a Lien (other than a Permitted Lien) on such Property or (ii) a Transfer of such Property in violation of this Agreement.
Section 1.2    Principles of Construction.
1.2.1    Certain Terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole. In the computation of periods of time from a specified date to a later specified date in any Loan Document, the term “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.” In any other case, the term “including” when used in any Loan Document means “including without limitation.” The term “documents” means all writings, however evidenced and whether in physical or electronic form, including all documents, instruments, agreements, notices, demands, certificates, forms, financial statements, opinions and reports. The term “incur” means incur, create, make, issue, assume or otherwise become directly or indirectly liable in respect of or responsible for, in each case whether directly or indirectly, and the terms “incurrence” and “incurred” and similar derivatives shall have correlative meanings.
1.2.2    Certain References. Unless otherwise expressly indicated, references (i) in this Agreement to an Exhibit, Schedule, Article, Section or clause refer to the appropriate Exhibit or Schedule to, or Article, Section or clause in, this Agreement and (ii) in any Loan Document, to (A) any agreement shall include, without limitation, all exhibits, schedules, appendixes and annexes to such agreement and, unless the prior consent of any Person required therefor is not obtained, any modification or reaffirmation to any term of such agreement, (B) subject to the immediately succeeding sentence, any statute shall be to such statute as modified from time to time and to any successor legislation thereto, in each case as in effect at the time any such reference is operative, (C) any time of day shall be a reference to New York time and (D) any Person shall be construed to include such Person’s successors and permitted assigns. References to any statute or regulation may be made by using either the common or public name thereof or a specific citation reference and, except as otherwise provided with respect to FATCA, are to be construed as including all statutory and regulatory provisions relating thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation. Titles of articles, sections, clauses,

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exhibits, schedules and annexes contained in any Loan Document are without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. Unless otherwise expressly indicated, the meaning of any term defined (including by reference) in any Loan Document shall be equally applicable to both the singular and plural forms of such term.
ARTICLE II    GENERAL TERMS
Section 2.1    The Loan; Disbursement to Borrower.
2.1.1    Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth in this Section 2.1.1 and Section 2.1.2, the Lenders hereby agree to make and Borrower hereby agrees to accept the Loan on the Closing Date.
(a)    Borrower may request and receive only one disbursement hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be re-borrowed. Borrower acknowledges and agrees that the Loan will be fully funded as of the Closing Date.
2.1.2    Conditions Precedent to the Loan. The Lenders' obligation to make the Loan under this Agreement is subject to the satisfaction of each of the following conditions precedent on the Closing Date after giving effect to the Loan:
(a)    no Amortization Period, Default or Event of Default shall have occurred and be continuing as of the Closing Date;
(b)    each of the representations and warranties made by Borrower or any other Relevant Part in any Loan Document shall be true and correct in all material respects (or in all respects, in the case of any such representation or warranty qualified by materiality, “Material Adverse Effect” or “Individual Material Adverse Effect”) as of the Closing Date (or, in the case of any such representation or warranty expressly stated to have been made as of an earlier date, as of such earlier date);
(c)    each of the DSCR Test, the Debt Yield Test and the Combined LTV/DSCR Test shall be satisfied;
(d)    the Outstanding Principal Balance shall not exceed the Borrowing Base;
(e)    Borrower shall have made (or shall make, concurrently with receipt of the proceeds of the related Loan) all deposits of Reserve Funds required pursuant to Article VI on or prior to the Closing Date;
(f)    Borrower shall have paid (or shall pay, concurrently with receipt of the proceeds of the Loan) all fees and expenses required to be paid to the Administrative Agent, any Servicing Agent or any Lender by Borrower on or prior to the Closing Date;
(g)    Borrower shall have entered into an Interest Rate Cap Agreement in accordance with the terms of Section 2.2.7;
(h)    the Lenders shall have received each of the Loan Documents, Collateral Documents, legal opinions and other agreements that are required to be delivered by the Lenders on or prior to the date hereof in connection with the Loan and approved each of the foregoing;

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(i)    the Lenders shall have received a Diligence Agent Certification and Final Report with respect to the Properties;
(j)    the absence of (i) any change, occurrence, or development that could, in the aggregate, reasonably be expected to have a material adverse effect on the business condition (financial or otherwise), taken as a whole, or the operation or performance of Borrower or any of the Relevant Parties; and (ii) any event, circumstance, or information or matter which is inconsistent in a material adverse manner with any information disclosed to Lender by any Relevant Party prior to the date hereof;
(k)    the Administrative Agent and each Lender shall have received all documentation and other information with respect to Borrower and the Relevant Parties required by regulatory authorities or the Administrative Agent’s and/or such Lender’s internal policies under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, and shall have completed their due diligence review in connection therewith;
(l)    each Lender shall have received UCC, lien, judgment, litigation, bankruptcy and name variation search reports satisfactory to it naming each Relevant Party from the appropriate offices in relevant jurisdictions; and
(m)    each Lender shall have received all necessary credit approvals in order to consummate the transactions contemplated by this Agreement, which satisfactory results and approvals shall be evidenced by each such Lender’s execution of this Agreement.
2.1.3    Note. On the Closing Date, Borrower shall deliver to the Administrative Agent, as agent on behalf of the Lenders, a promissory note in the form of Exhibit G-1 and a promissory note in the form of Exhibit G-2 (each, a “Note”), which in the aggregate shall equal the Outstanding Principal Balance of the Loan as of the Closing Date. Any Lender may request that the Loan made by it be evidenced by a Note, and any Lender may request that the Loan held by it be evidenced by a Note. In such event, Borrower shall prepare, execute and deliver to such Lender one or more Notes in any denominations specified by such Lender in an aggregate amount not to exceed such Lender’s Lender Percentage of the Outstanding Principal Balance payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered and permitted assigns) substantially in the form of Exhibit G-1 and Exhibit G-2 and shall be repaid in accordance with the terms thereof, of this Agreement and the other Loan Documents. If any Note is mutilated or defaced and is surrendered to Borrower, or if there shall be delivered to Borrower evidence to its reasonable satisfaction of the destruction, loss or theft of any Note, then Borrower shall execute and deliver, in lieu of the mutilated, defaced, destroyed lost or stolen Note, a new Note, of like tenor (including the same date of issuance) and equal principal or notional amount and bearing interest from the date to which interest has been paid on the mutilated, defaced, destroyed, lost or stolen Note; provided that the applicant for a replacement Note shall provide to Borrower such security or indemnity as Borrower shall reasonably require for any liability, obligation, loss or damages Borrower may incur in connection with any enforcement, collection or attempted enforcement or collection of the destroyed, lost or stolen Note. In the event that, as of the date a replacement Note is requested, the principal amount of any such mutilated, defaced, destroyed, stolen or lost Note shall have become, or will within the next succeeding fifteen (15) days become, due and payable in accordance with its terms, Borrower may, at its discretion, not authenticate and deliver such a replacement Note. Borrower shall not be required to incur any material cost or expense in procuring any such indemnity or with the preparation, execution, authentication and delivery of any such replacement Note. In no event shall either the Paying Agent or the Calculation Agent have any obligation

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to maintain a register of holders of any such promissory notes, or to register or otherwise monitor transfers thereof.
2.1.4    This Agreement and Other Loan Documents. The Loan shall be evidenced by this Agreement and the Notes, if any, and secured by the Collateral Documents.
2.1.5    Use of Proceeds. Borrower shall use proceeds of the Loan to (i)  pay the full amount of principal, interest and other sums due as of the Closing Date to the holder(s) of the promissory note evidencing the 2016-1 Loan, and obtain on the Closing Date a release of the Properties securing the 2016-1 Loan or in the alternative, obtain assignment of the mortgages encumbering such Properties, (ii) make initial deposits of the Reserve Funds with respect to the Properties acquired with such proceeds, (iii) make distributions to Equity Owner, (iv) pay costs and expenses incurred in connection with the funding of the Loan (including, in the case of any funding on the Closing Date, incurred in connection with the negotiation, execution and delivery of this Agreement and the other Loan Documents) and (v) to the extent any proceeds remain after satisfying clauses (i) through (iv) above, for such lawful purpose as Borrower shall designate. The Loan Parties shall not, directly or indirectly, use the proceeds of the Loan or lend, contribute or otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other Person: (i) for the purpose of financing or facilitating any activity that would violate applicable anti-corruption laws and Anti-Money Laundering Laws; or (ii) to fund or facilitate any activities or business of or with any Person who, at the time of such funding or facilitation, is (a) the subject of Sanctions or (b) located, organized, or resident in any country or territory that is the subject of comprehensive territorial Sanctions; or (iii) in any other manner that will result in a violation of Sanctions by any Person (including any party to this Agreement); provided that, anything herein to the contrary notwithstanding, Borrower, the Equity Owner, the Sponsor and its Affiliates shall be permitted to declare and pay any dividends or tax distributions to the shareholders or members of Borrower, the Equity Owner, the Limited Guarantor and its Affiliates in the ordinary course to the extent necessary for the Sponsor to continue to qualify as a REIT; provided, further that, such payment may be made by Borrower or Borrower TRS only if the following conditions are satisfied: (1) no Event of Default shall then exist or would result therefrom, (2) such dividends or distributions have been approved by all necessary action on the part of Borrower or Borrower TRS, as applicable, and in compliance with all applicable laws and (3) such dividends or distributions are paid from Unrestricted Cash.
Section 2.2    Interest Rate.
2.2.1    Interest Rate. The Loan shall accrue interest throughout the Term at the applicable Interest Rate during each Interest Period. The total interest accrued under the Loan shall be the sum of the interest accrued on the Outstanding Principal Balance. Borrower shall pay to Lenders on each Payment Date the interest accrued or to be accrued on the Loan for the related Interest Period.
2.2.2    Interest Calculation. Interest on the Loan and other Obligations shall be calculated by multiplying (A) the actual number of days elapsed in the period for which the calculation is being made by (B) a daily rate based on a three hundred sixty (360) day year (that is, the applicable Interest Rate expressed as an annual rate divided by 360) or, in the case of a Federal Funds Rate Loan or other Obligations bearing interest by reference to the Federal Funds Alternative Rate, a daily rate based on a three hundred sixty-five (365) or three hundred sixty-six (366) day year (that is, the applicable Interest Rate expressed as an annual rate divided by 365 or 366), as the case may be, by (C) the applicable average daily Outstanding Principal Balance or the amount of such other Obligations, as applicable, during such period. The accrual period for calculating interest due on each Payment Date shall be the Interest Period most recently-ended immediately prior to such Payment Date.

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2.2.3    Determination of Interest Rate; Increased Costs; Breakage Costs.
(a)    Subject to the terms and conditions of this Section 2.2.3, the Loan shall be a LIBOR Loan. In the event that a LIBOR Disruption Event has occurred, the Administrative Agent shall forthwith give notice thereof by telephone of such fact and determination, confirmed in writing, to Borrower and the Calculation Agent at least one (1) Business Day prior to the Determination Date, upon which notice being given, the Loan shall be converted, from and after the first day of the next succeeding Interest Period, to a Federal Funds Rate Loan bearing interest based on the Federal Funds Alternative Rate in effect on the related Determination Date. In the event the Administrative Agent determines that an Alternative Index has become generally accepted as a successor interest rate index to LIBOR in single family rental real estate finance transactions, then the Administrative Agent shall forthwith give notice thereof by telephone of such fact and determination, confirmed in writing, to Borrower and the Calculation Agent at least one (1) Business Day prior to the Determination Date, upon which notice being given, the Loan shall be converted, from and after the first day of the next succeeding Interest Period, to an Alternative Rate Loan bearing interest based on the Alternative Rate in effect on the related Determination Date.
(b)    If, pursuant to the terms of Section 2.2.3(a), the Loan has been converted to a Federal Funds Rate Loan but thereafter the related LIBOR Disruption Event is no longer continuing, Administrative Agent shall give notice thereof to Borrower and convert the Federal Funds Rate Loan back to a LIBOR Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. one (1) Business Day prior to the next succeeding Determination Date, upon which notice being given, the Loan shall be converted, from and after the first day of the next succeeding Interest Period, to a LIBOR Loan bearing interest based on LIBOR in effect on the related Determination Date. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert (i) a LIBOR Loan to a Federal Funds Rate Loan or an Alternative Rate Loan or (ii) a Federal Funds Rate Loan or an Alternative Rate Loan to a LIBOR Loan. No Alternative Rate Loan shall be converted into a LIBOR Loan.
(c)    In the event that any Change of Law, or compliance by an Affected Party with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:
(i)    shall hereafter impose, modify or hold applicable any reserve, liquidity or capital, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Affected Party which is not otherwise included in the determination of LIBOR hereunder;
(ii)    shall hereafter have the effect of reducing the rate of return on such Affected Party’s capital as a consequence of its obligations hereunder to a level below that which such Affected Party could have achieved but for such adoption, change or compliance (taking into consideration such Affected Party’s policies with respect to capital adequacy) by any amount deemed by such Affected Party to be material;
(iii)    shall hereafter subject such Affected Party to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

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(iv)    shall hereafter impose on such Affected Party any other condition affecting this Agreement or the Loan made by such Affected Party;
and the result of any of the foregoing in this Section 2.2.3(c) is to increase the cost to such Affected Party of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder, then, in any such case, Borrower shall, on the next Payment Date occurring at least 10 Business Days following written demand by such Affected Party on Borrower, remit any additional amounts necessary to compensate such Affected Party for such additional cost or reduced amount receivable which such Affected Party deems to be material as determined by such Affected Party in its reasonable discretion. If such Affected Party becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(c), such Affected Party shall provide Borrower with not less than thirty (30) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Affected Party for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by such Affected Party to Borrower shall be conclusive in the absence of manifest error. This Section 2.2.3(c) shall survive payment of the Debt and the satisfaction of all other Obligations.
(d)    Borrower agrees, on the next Payment Date occurring at least 10 Business Days following written demand by such Lender on Borrower, to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on the Loan, including, without limitation, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of a LIBOR Loan on a day that (A) is not a Payment Date or (B) is a Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder and (iii) the conversion pursuant to the terms hereof or as contemplated in paragraphs (a) and (b) above in this Section 2.2.3 of a LIBOR Loan to an Alternative Rate Loan on a date other than the Payment Date, including, without limitation, such reasonable costs, losses or expenses sustained or incurred by Lender, arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall not indemnify any Lender from any loss or expense arising from such Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Debt and the satisfaction of all other Obligations.
2.2.4    Additional Costs. Each Affected Party will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan hereunder and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of such Affected Party’s Loan to a branch, office or Affiliate of such Affected Party in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any additional costs, expenses or risk to such Affected Party that are not reimbursed by Borrower and (b) would not be disadvantageous in any other respect to such Affected Party as determined by such Affected Party in its reasonable discretion.
2.2.5    Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the Loan and, to the extent not prohibited by Legal Requirements, all other

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portions of the Debt shall accrue interest at the Default Rate, calculated from the date such payment was due or, if later, such Event of Default occurred. Interest at the Default Rate shall be paid immediately upon demand, which demand may be made as frequently as Administrative Agent (on behalf of the Secured Parties) shall elect, to the extent not prohibited by Legal Requirements.
2.2.6    Usury Savings. This Agreement, the Notes and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the Outstanding Principal Balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the Outstanding Principal Balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, on the Loan shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of the Outstanding Principal Balance of the Loan and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.
2.2.7    Interest Rate Cap Agreement.
(a)    On the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement shall be governed by the laws of the State of New York and shall contain each of the following provisions:
(i)    the aggregate notional amount of the Interest Rate Cap Agreements shall be equal to the Outstanding Principal Balance;
(ii)    the remaining term of the Interest Rate Cap Agreement shall at all times extend through the end of the Interest Period in which the Maturity Date occurs;
(iii)    the Counterparty under the Interest Rate Cap Agreement shall be obligated to make a stream of payments directly to the Cash Management Account (whether or not an Event of Default has occurred) on a monthly basis in each case not later than (after giving effect to and assuming the passage of any cure period afforded to such Counterparty under the Interest Rate Cap Agreement, which cure period shall not in any event be more than three Business Days) each Payment Date in an amount equal to the product of (i) the notional amount of such Interest Rate Cap Agreement multiplied by (ii) the excess, if any, of LIBOR (including any upward rounding under the definition of LIBOR) over the Strike Price; and
(iv)    if at the time of entering into the Interest Rate Cap Agreement the Counterparty to the Interest Rate Cap Agreement is not the Administrative Agent or one of its Affiliates, the Interest Rate Cap Agreement shall impose no material obligation on the beneficiary thereof (after payment of the acquisition cost) and shall be in all material respects satisfactory in form and substance to Administrative Agent (i) that incorporate customary tax “gross up” provisions, (ii) whereby the Counterparty agrees not to file or join in the filing of any petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, and (iii) that incorporate, if the Interest Rate Cap Agreement contemplates collateral posting by the Counterparty, a credit

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support annex setting forth the mechanics for collateral to be calculated and posted that are consistent with the Administrative Agent’s standards, requirements and criteria.
(b)    Borrower shall collaterally assign to Administrative Agent (on behalf of the Secured Parties), pursuant to the Collateral Assignment of Interest Rate Protection Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under each Interest Rate Cap Agreement, and shall deliver to Administrative Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Administrative Agent and require that the Counterparty deposit any payments directly into the Cash Management Account). Borrower shall notify the Counterparty of such assignment and shall cause the Counterparty under the Interest Rate Cap Agreement to execute and deliver the Acknowledgment.
(c)    Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. Borrower shall take all actions reasonably requested by Administrative Agent to enforce Administrative Agent’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.
(d)    In the event that Borrower receives written notice from Administrative Agent, or Borrower otherwise obtains actual knowledge, in each case, of any downgrade, withdrawal or qualification of the rating of the Counterparty such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to the Administrative Agent, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice from the Administrative Agent of such downgrade, withdrawal or qualification. In the event that the Counterparty (other than an Affiliate of the Administrative Agent) is downgraded (i) below BBB+ by S&P or (ii) below “Baa1” by Moody’s, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. Other than as provided in this Section 2.2.7(d), each Counterparty must be an Acceptable Counterparty at all times.
(e)    In the event that Borrower fails to purchase and deliver to Administrative Agent a Replacement Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Administrative Agent may purchase a Replacement Interest Rate Cap Agreement and the cost incurred by Administrative Agent in purchasing such Replacement Interest Rate Cap Agreement shall be paid by Borrower to Administrative Agent with interest thereon at the Default Rate from the date such cost was incurred by Administrative Agent until such cost is reimbursed by Borrower to Administrative Agent.
(f)    If at the time of entering into the Interest Rate Cap Agreement the Counterparty to the Interest Rate Cap Agreement is not the Administrative Agent or one of its Affiliates, then not later than fifteen (15) Business Days following the entry by Borrower into an Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, Borrower shall obtain and deliver to Administrative Agent an opinion from counsel (which counsel may be in‑house counsel for the Counterparty) for the Counterparty (upon which the Lenders and their respective successors and permitted assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”):
(i)    the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement;

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(ii)    the execution and delivery of the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;
(iii)    all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required for such execution, delivery or performance; and
(iv)    the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(g)    If at any time the Loan converts to an Alternative Rate Loan, Borrower shall enter into a Replacement Interest Rate Cap Agreement not later than twenty (20) days following the conversion date with respect to the Alternative Rate Loan, with an Alternative Rate strike price equal to the Strike Price and in accordance with the other requirements set forth in this Section 2.2.7.
Section 2.3    Loan Payment.
2.3.1    Monthly Debt Service Payments. On each Payment Date, Borrower shall make a payment to the Paying Agent, for the benefit of the Lenders, equal to the Monthly Debt Service Payment Amount. Borrower shall also pay to the Paying Agent, for deposit into the applicable Subaccount on the Closing Date and each Payment Date, as applicable, all amounts required in respect of Reserve Funds as set forth in Article VI and to the Paying Agent, for the benefit of the Persons entitled thereto, any Fees due and owing to the Administrative Agent or any of the Servicing Agents on the Closing Date and each Payment Date, as applicable.
2.3.2    Payments Generally. For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the last day of the related Interest Period. All amounts due under this Agreement and the other Loan Documents (other than the Interest Rate Cap Agreement to the extent that an Affiliate of the Administrative Agent is the Counterparty) shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

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2.3.3    Payment on Maturity Date. Borrower shall pay to the Paying Agent, for the benefit of the Lenders and the other Persons entitled thereto, on the Maturity Date, the Outstanding Principal Balance, all accrued and unpaid interest and all other amounts due hereunder and the other Loan Documents (including, without limitation, any unpaid fees or indemnities).
2.3.4    Late Payment Charge. If any sums due to a Lender or any other Person under the Loan Documents (other than those as to which interest is accruing thereon at the Default Rate pursuant to Section 2.2.5) are not paid by Borrower on or prior to the date on which it is due, Borrower shall pay to the Paying Agent, for the benefit of such Lender or other Person, upon demand an amount equal to the lesser of four percent (4%) of such unpaid sum or the Maximum Legal Rate times such unpaid sum in order to defray the expense incurred by such Lender or other Person in handling and processing such delinquent payment and to compensate such Lender or other Person for the loss of the use of such delinquent payment. Any such amount shall be secured by the Loan Documents to the extent permitted by applicable law.
2.3.5    Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement shall be made not later than 2:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds to the Cash Management Account or such other account as the Administrative Agent may from time to time designate prior to such payment from time to time in writing, and any funds received in the Cash Management Account or other designated account after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.
Section 2.4    Prepayments.
2.4.1    Voluntary Prepayments. Provided that Borrower shall timely deliver to Administrative Agent (with a copy to the Calculation Agent) a Prepayment Notice, Borrower may prepay all or any portion of the Outstanding Principal Balance and any other amounts outstanding under this Agreement and any of the other Loan Documents, on any Business Day; provided that Borrower shall comply with the provisions of and pay to the Paying Agent, for the benefit of the Lenders, the amounts set forth in Section 2.4.4. Each such prepayment shall be in a minimum principal amount equal to $1,000,000 and in integral multiples of $100,000 in excess thereof and shall be made and applied in the manner set forth in Section 2.4.4.
2.4.2    Mandatory Prepayments.
(a)    Disqualified Properties. If at any time any Property shall become a Disqualified Property, Borrower shall, no later than the close of business on the fifth (5th) Business Day following the last day of the applicable Cure Period, give notice thereof to Administrative Agent (with a copy to the Calculation Agent) and, at its election, either (i) prepay the Debt in the applicable Release Amount with respect to such Property (by depositing the applicable Release Amount into the Cash Management Account), (ii) unless such Property shall have become a Disqualified Property due to the occurrence of a Voluntary Action, deposit such Release Amount into the Eligibility Reserve Subaccount or (iii) subject to the satisfaction of the Substitution Conditions, effect a Substitution.
(b)    Condemnation or Casualty. If Borrower is required to make any prepayment under Section 5.3 or Section 5.4 as a result of a Condemnation or Casualty, on the first Payment Date following the date on which the Administrative Agent (or the Paying Agent on its behalf) actually receives the applicable Net Proceeds, such Net Proceeds, up to the amount required to be prepaid as provided in Section 5.3 or Section 5.4, as applicable, shall be applied to the prepayment of the Debt.

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(c)    Transfer. If at any time any Property is sold or otherwise disposed of to a third party (including any assignment of a contract for sale to a Qualified Intermediary or to an affiliate for further sale to a Qualified Intermediary but other than, for the avoidance of doubt, Borrower TRS), then Borrower shall, no later than the close of business on the day on which such Transfer occurs, give notice thereof to the Administrative Agent (including whether such Transfer will be effected as a Like-Kind Exchange) and prepay the Debt in the applicable Release Amount with respect to such Property.
(d)    Application of Mandatory Prepayments. Each prepayment required under this Section 2.4.2 shall be made and applied in the manner set forth in Section 2.4.4.
(e)    Payment from Cash Management Account. The Paying Agent shall pay (at the direction of the Administrative Agent) any prepayment required under this Section 2.4.2 to the Lenders from the Cash Management Account on the date such prepayment is received from Borrower in accordance with priorities set forth in Section 2.4.4.
2.4.3    Prepayments After Default.
(a)    If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower and accepted or is otherwise recovered by the Lenders (directly or indirectly through the Paying Agent or Administrative Agent and including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower and Borrower shall pay, as part of the Debt, all of the amounts described in Section 2.4.4(a).
(b)    Notwithstanding anything contained herein to the contrary, upon the occurrence and during the continuance of any Event of Default, any payment of principal, interest and other amounts payable under the Loan Documents from whatever source may be applied by the Paying Agent (at the direction of the Administrative Agent) among the Loan and other Obligations as the Administrative Agent shall determine in its sole and absolute discretion.
2.4.4    Prepayment/Repayment Conditions.
(a)    On the date on which a prepayment, voluntary or mandatory, is made as permitted or required under this Agreement, which date must be a Business Day, Borrower shall pay to the Paying Agent for the account of the Lenders:
(i)    all accrued and unpaid interest on the Loan calculated at the applicable Interest Rate on the amount of principal being prepaid on the Loan through and including the day prior to the date on which the prepayment is made to the Lenders;
(ii)    Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i);
(iii)    if such prepayment occurs prior to the Spread Maintenance Date (including recoveries or prepayments following an Event of Default), the Spread Maintenance Premium applicable thereto; provided, that no Spread Maintenance Premium shall be due in connection with a prepayment on account of (A) a Disqualified Property (except where the applicable Property became a Disqualified Property as a result of a Voluntary Action), or (B) a Condemnation or Casualty;

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(iv)    all other sums, if any, then due under this Agreement and the other Loan Documents.
(b)    Borrower shall pay all reasonable documented costs and expenses of Administrative Agent incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees of external counsel and reasonable documented expenses and costs and out-of-pocket expenses related to any Transfer or Substitution); provided, for the avoidance of doubt, this provision shall not apply with respect to Taxes.
(c)    Except during an Event of Default, prepayments received from Borrower (or on behalf of Borrower) by the Paying Agent shall be distributed to the Lenders and the Administrative Agent, as applicable, on the date of such prepayment, in the following order of priority: (i) first, to pay any amounts (other than principal, interest, Breakage Costs and Spread Maintenance Premium) then due and payable under the Loan Documents, including any reasonable documented costs and expenses of the Administrative Agent in connection with such prepayment; (ii) second, to the Lenders, pro rata (based on the interest due and owing to each Lender), interest payable on the Loan pursuant to Section 2.4.4(a)(i) on the principal being prepaid pursuant to this clause (c); (iii) third, to the Lenders, pro rata, Breakage Costs on the principal prepaid pursuant to this clause (c), (iv) fourth, to the Lenders, pro rata (based on the Spread Maintenance Premium payable to each such Lender), the Spread Maintenance Premium payable on the Loan, to the extent applicable, on the principal being prepaid pursuant to this clause (c) and (v) fifth, to the Lenders, pro rata, principal of the Loan being prepaid pursuant to this clause (c). All prepayments of principal under Section 2.4, together with all other amounts payable pursuant to this Section 2.4.4, shall be applied ratably among the Lenders based on their respective Lender Percentages.
(d)    Prepayments of principal under Section 2.4 (other than Section 2.4.2(a), (b) and (c)) shall reduce the Allocated Loan Amounts for each Property on a pro rata basis. Prepayments of principal under Section 2.4.2(a), (b) and (c) shall reduce the Allocated Loan Amount with respect to the applicable Property until the Allocated Loan Amount of such Property and any interest, fees or other Obligations attributable to that portion of the Debt prepaid is equal to zero, and any excess of such prepayment shall be applied to reduce the Allocated Loan Amounts for the remaining Properties on a pro rata basis. In connection with any prepayment under Section 2.4.1 or Section 2.4.2, Borrower shall provide to the Administrative Agent (with a copy to the Calculation Agent) a schedule of Properties (the “ALA Schedule”) showing the Allocated Loan Amount of each Property prior to and after the application of such prepayment to the reasonable satisfaction of the Administrative Agent.
(e)    Administrative Agent shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance with the terms and provisions of the Loan Documents, (i) release the Liens of the Collateral Documents, and (ii) cause all original certificates evidencing any Equity Interests in Borrower and Borrower TRS to be returned to Borrower. In connection with the releases and/or reconveyance of the Liens, Borrower shall submit to Administrative Agent, forms of releases and/or reconveyances of Liens (and related Loan Documents) for execution by Administrative Agent and, if applicable, be the forms appropriate in the jurisdictions in which the Properties are located. Such releases shall contain standard provisions protecting the rights of Administrative Agent. Borrower shall pay all documented costs, taxes and expenses associated with the release and/or reconveyance of the Liens of the Mortgage Documents, if any, including Administrative Agent’s reasonable attorneys’ fees of external counsel.
Section 2.5    Release or Substitution of Property.

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2.5.1    Release of a Property. Subject to (but effective immediately upon) Borrower’s compliance with Section 2.4.2(a), (b) or (c) and the Release Conditions described below, in each case, as applicable, Borrower shall be permitted to Transfer any Property (each, a “Release Property”) without further action of any Person under the Loan Documents for the applicable Release Amount, and the Transfer of each such Release Property and the Administrative Agent shall release (and shall be deemed to have released without further action of any Person under the Loan Documents) the security interest and Lien on any Collateral associated with such Release Property, if (i) such Release Property shall become a Disqualified Property (other than due to a Voluntary Action), (ii) such Release Property shall be a Fully Condemned Property or shall be subject to a Casualty as and to the extent provided in Section 5.3 or 5.4, as the case may be, (iii) Borrower intends to Transfer such Release Property to a Person other than Borrower or such Release Property shall become a Disqualified Property due to a Voluntary Action or (iv) in connection with any voluntary substitution in accordance with Section 2.5.2; provided, that, in the case of any release pursuant to clause (iii) or (iv), the following conditions are satisfied (the “Release Conditions”):
(a)    No Event of Default has occurred and is continuing;
(b)    The Debt Service Coverage Ratio as of the most recent Calculation Date, after giving pro forma effect for the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is not less than the greater of (x) the Debt Service Coverage Ratio as of the Closing Date and (y) the lesser of (1) the actual Debt Service Coverage Ratio as of such date (without giving effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount) and (2) 1.20:1.00; provided, that, the condition in this clause (b) shall not be applicable to a Transfer of a Release Property to a Person that is not an Affiliate of Borrower if the Loan is prepaid in an amount equal to the greater of the applicable Release Amount and 100% of the Net Sale Proceeds for the Release Property (it being understood that, if such Release Property is being Transferred as part of a Like-Kind Exchange, the foregoing condition shall be satisfied so long as the Qualified Intermediary is not an Affiliate of Borrower and Borrower uses Unrestricted Cash to prepay the Debt in an amount equal to the greater of the applicable Release Amount and the amount of net cash proceeds expected to be received by the Qualified Intermediary in respect of such Release Property based on the consideration under the contract assigned to such Qualified Intermediary as of the Release Date);
(c)    The Debt Yield as of the most recent Calculation Date, after giving pro forma effect for the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount, is not less than the greater of (x) the Debt Yield as of the Closing Date and (y) the lesser of (1) the actual Debt Yield as of such date (without giving effect to the elimination of the Underwritten Net Cash Flow for the Release Property and the repayment of the Loan in the applicable Release Amount) and (2) 7.8%; provided, that the condition in this clause (c) shall not be applicable to a Transfer of a Release Property if the Loan is prepaid in an amount equal to greater of the applicable Release Amount and one hundred percent (100%) of the Net Sale Proceeds for the Release Property (it being understood that, if such Release Property is being Transferred as part of a Like-Kind Exchange, the foregoing condition shall be satisfied so long as Borrower uses Unrestricted Cash to prepay the Debt in an amount equal to the greater of the applicable Release Amount and the amount of net cash proceeds expected to be received by the Qualified Intermediary in respect of such Release Property based on the consideration under the contract assigned to such Qualified Intermediary as of the Release Date);
(d)    Except in connection with a Release Property that is being transferred to Borrower TRS prior to and in anticipation of a Transfer thereof to a third party or is a Disqualified Property or is being

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transferred in connection with a Substitution, the Release Property shall be Transferred pursuant to a bona fide all-cash sale on arms-length terms and conditions (it being understood that, if such Release Property is being Transferred as part of a Like-Kind Exchange, the foregoing condition shall be satisfied so long as Borrower uses Unrestricted Cash to prepay the Debt in an amount equal to the Release Amount);
(e)    If an Amortization Period is continuing on the Release Date, unless such Release Property is being transferred in connection with a Substitution, the excess, if any, of (i) the Net Sale Proceeds (or, in connection with Like-Kind Exchange, Unrestricted Cash in an amount equal to the net cash proceeds expected to be received by the Qualified Intermediary in respect of such Release Property based on the consideration under the contract assigned to such Qualified Intermediary as of the Release Date) for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lenders in connection with such release shall be deposited into the Cash Management Account in connection with the payment of the Loan; provided that, if such Release Property is being Transferred to Borrower TRS prior to and in anticipation of a Transfer thereof to a third party, the excess set forth in this clause (e) shall be payable on the date such Property is Transferred by Borrower TRS to a third party;
(f)    In connection with any proposed release, Borrower shall submit to the Administrative Agent and Calculation Agent not less than ten (10) Business Days’ prior to the Release Date (or such later date as may be agreed by Administrative Agent), a Request for Release, which shall include a statement as to whether such release will be effected as a Like-Kind Exchange, together with all attachments thereto (it being understood that no Request for Release shall be required in connection with a proposed release of a Disqualified Property, a Fully Condemned Property or a Property that is subject to a Casualty) and all other documentation of a ministerial or administrative nature that Administrative Agent reasonably requires to be delivered by Borrower in connection with such release. All taxes and reasonable documented costs and expenses incurred by Administrative Agent in connection with any such release shall be paid by Borrower; and
(g)    The Calculation Agent shall have verified the calculations reflected in the related Request for Release and delivered a report setting forth the results of such calculations (the “Request for Release Report”) to the Administrative Agent no later than three (3) Business Days prior to the related Release Date. The Calculation Agent agrees, upon receipt of approval from the Administrative Agent, to provide a copy of such Request for Release Report to the Administrative Agent by no later than three (3) Business Days prior to the related Release Date.
2.5.2    Substitution of a Property. Borrower may at any time and from time to time substitute for any Property a Substitute Property, provided that, in each case of a proposed substitution, the following conditions (the “Substitution Conditions”) are satisfied:
(a)    Borrower shall have submitted to the Administrative Agent and the Calculation Agent not less than thirty (30) days prior to the proposed Substitution Date, written notice of the proposed Substitution (a “Notice of Substitution”);
(b)    Lender shall have obtained, at Borrower’s sole cost and expense, a Broker Price Opinion for the applicable Substitute Property (or Broker Price Opinions for a portfolio of Substitute Properties) which Broker Price Opinions shall not have been obtained more than 120 days prior to the Substitution Date;
(c)    the Collateral Value of such Substitute Property (or portfolio of Substitute Properties) is greater than or equal to the greater of (x) the Collateral Value of the related Replaced Property (or portfolio of Replaced Properties) as of the Closing Date (or, if such Replaced Property or portfolio thereof

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was previously acquired by Borrower as a Substitute Property or portfolio thereof, as of the date Borrower acquired such Replaced Property or portfolio thereof) and (y) the Collateral Value of such Replaced Property (or portfolio of Replaced Properties) as of the Release Date;
(d)    Borrower shall have delivered to Lender an Officer’s Certificate stating that the applicable Substitute Property (or each such Substitute Property in the portfolio being substituted) satisfies each of the Property Representations as of the related Substitution Date and is in compliance with each of the Property Covenants on the Substitution Date after giving effect to the Substitution;
(e)    the in place Rents under the Lease(s) for the applicable Substitute Property (or the portfolio of Substitute Properties) shall be equal to or greater than the greater of (x) the in place Rents under the Leases of such Replaced Property (or portfolio of Replaced Properties) as of the Closing Date (or, if such Replaced Property or portfolio thereof was previously acquired by Borrower as a Substitute Property or portfolio thereof, as of the date Borrower acquired such Replaced Property or portfolio thereof) and (y) the in place Rents under the Leases of such Replaced Property (or portfolio of Replaced Properties) as of the Release Date with respect to such Replaced Property (or portfolio of Replaced Properties);
(f)    the Collateral Value of such Replaced Property (or portfolio of Replaced Properties) as of the Closing Date, together with the aggregate Collateral Value as of the Closing Date of all other Replaced Properties that have been substituted with Substitute Properties since the Closing Date, shall be no more than ten percent (10%) of the aggregate Collateral Value of all Properties as of the Closing Date;
(g)    no Event of Default shall have occurred and be continuing;
(h)    Lender shall have obtained, at Borrower’s sole cost and expense, a Diligence Agent Certification with respect to such Substitute Property (or portfolio of Substitute Properties);
(i)    Borrower shall have paid to Lender all reasonable documented costs and expenses incurred by Lender in connection with the Substitution;
(j)    simultaneously with the Substitution, Borrower shall convey all of Borrower’s right, title and interest in, to and under the Replaced Property (or portfolio of Replaced Properties) being substituted to a Person other than Borrower or a Loan Party or any Person owned directly or indirectly by Borrower or a Loan Party and Borrower shall deliver to the Administrative Agent a copy of the deed conveying all of Borrower’s right, title and interest in such Replaced Property (or portfolio of Replaced Properties) being substituted; and
(k)    Borrower shall deliver to the Administrative Agent the following opinions of counsel: (A) an opinion of counsel admitted to practice under the laws of the state in which the Substitute Property (or portfolio of Substitute Properties) being substituted is located in form and substance reasonably satisfactory to the Administrative Agent opining as to the enforceability of the Substitute Mortgage Documents with respect to the Substitute Property (or portfolio of Substitute Properties) and (B) an opinion stating that the Substitute Mortgage Documents were duly authorized, executed and delivered by Borrower and that the execution and delivery of such Substitute Mortgage Documents and the performance by Borrower of its obligations thereunder will not cause a breach or a default under, any agreement, document or instrument to which Borrower is a party or to which it or the Properties are bound and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
Section 2.6    Rent Deposit Account/Cash Management.

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2.6.1    Rent Deposit Account.
(a)    During the Term, Borrower shall establish and maintain one or more accounts for the purpose of collecting Rents (each, a “Rent Deposit Account”) at an Eligible Institution (a “Rent Deposit Bank”). Borrower shall cause any Rents which are paid to Borrower or the Manager by wire transfer or other electronic means to be deposited directly into a Rent Deposit Account. Subject to the foregoing, in the event Borrower or any Manager directly receives any Rents, Borrower shall cause all Rents that are paid to or received by Borrower or the Manager after receipt and identification thereof by Borrower or the Manager (which identification shall be made promptly by Borrower and the Manager) to be deposited into a Rent Deposit Account or the Cash Management Account within two (2) Business Days after receipt thereof by Borrower or any Manager. Each Rent Deposit Account shall be subject to a Deposit Account Control Agreement and Borrower and the Manager shall have access to and may make withdrawals from and withhold the deposit of Rent payments from any Rent Deposit Account for the sole purpose of making Rent Refunds; provided, that, in no event shall the aggregate amount of Rent Refunds so withdrawn from or withheld from the Rent Deposit Accounts during any calendar month exceed two and five-tenths percent (2.5%) of the total Rents actually deposited into the Rent Deposit Accounts during the prior calendar month; provided, further, that during the continuance of an Event of Default, Lender may exercise sole control and dominion over the Rent Deposit Accounts and neither Borrower nor the Manager shall have the right of access to, withdraw from or to withhold deposits from any Rent Deposit Account. Borrower shall (or shall instruct Manager to) cause all funds on deposit in any Rent Deposit Account to be deposited into the Cash Management Account every second (2nd) Business Day (or more frequently in Borrower’s discretion); provided, that prior to any acceleration of the Loan, Borrower may cause Rent Deposit Bank to retain a reasonable amount of funds in each Rent Deposit Account with respect to anticipated overdrafts, charge-backs and bank fees and any minimum balance required by the applicable Deposit Account Control Agreement or account terms for the Rent Deposit Accounts, not in excess of $100,000 in the aggregate for all such Rent Deposit Banks and Rent Deposit Accounts. Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a first-priority security interest in all of Borrower’s right, title and interest in and to the Rent Deposit Accounts and all deposits at any time contained therein and the proceeds thereof and shall (and shall cause Borrower TRS to) take all actions necessary to maintain in favor of the Administrative Agent a perfected first priority security interest in the Rent Deposit Accounts.
(b)    All monies now or hereafter deposited into the Rent Deposit Accounts shall be deemed additional security for the Debt.
(c)    During the continuance of an Event of Default, Administrative Agent may (or, at the direction of the Majority Lenders, shall), in addition to any and all other rights and remedies available to Administrative Agent, apply any sums then present in the Rent Deposit Accounts to the payment of the Debt in any order in its sole discretion.
(d)    Funds on deposit in the Rent Deposit Accounts shall not be commingled with other monies held by Borrower, the Manager or Rent Deposit Bank.
(e)    Borrower shall not pledge, assign or grant any security interest in the Rent Deposit Accounts or the monies deposited therein or permit any lien or encumbrance to attach thereto (other than Permitted Liens described in clauses (iii), (iv) and (x) of the definition thereof), or any levy to be made thereon, or any UCC-1 financing statements to be filed with respect thereto, except, in the case of Borrower, in favor of Administrative Agent on behalf of the Secured Parties.

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(f)    Borrower shall indemnify Administrative Agent and hold Administrative Agent harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and reasonable documented costs and expenses (including litigation costs and reasonable attorneys’ fees of external counsel and out-of-pocket expenses) arising from or in any way connected with the Rent Deposit Accounts and/or the related Deposit Account Control Agreement (unless arising from the gross negligence or willful misconduct of the Administrative Agent) or the performance of the obligations for which the Rent Deposit Accounts were established.
(g)    All costs and expenses for establishing and maintaining the Rent Deposit Accounts shall be paid by Borrower.
2.6.2    Cash Management Account.
(a)    During the Term, Paying Agent shall establish and maintain the Cash Management Account as a segregated Eligible Account to be held by Paying Agent at the Cash Management Account Bank in trust and for the benefit of Borrower and the Administrative Agent (on behalf of the Secured Parties), which Cash Management Account shall be under the sole dominion and control of the Administrative Agent. Borrower hereby grants to Administrative Agent, on behalf of the Secured Parties, a first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Administrative Agent, on behalf of the Secured Parties, a perfected first-priority security interest in the Cash Management Account. Borrower will not in any way alter or modify the Cash Management Account. The Paying Agent, pursuant to the terms of this Agreement and at the direction of the Administrative Agent, shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b)    The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(c)    All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by the Paying Agent (at the direction of the Administrative Agent) in such order and priority as Administrative Agent shall determine.
(d)    In the event of any Transfer of any Property, Borrower shall (or shall cause the Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Sale Proceeds (or, in connection with Like-Kind Exchange, Unrestricted Cash in an amount equal to the net cash proceeds expected to be received by the Qualified Intermediary in respect of such Release Property based on the consideration under the contract assigned to such Qualified Intermediary as of the Release Date) for allocation in accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Management Account. Except as expressly provided herein, Borrower shall (and shall cause the Manager to) deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or a Rent Deposit Account within three (3) Business Days following receipt thereof.
(e)    The Administrative Agent may also direct the Paying Agent to establish subaccounts of the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts.

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(f)    The Cash Management Account and all other Subaccounts shall be subject to the Blocked Account Control Agreement and shall be under the sole control and dominion of Administrative Agent on behalf of the Secured Parties. Neither Borrower nor the Manager shall have the right of withdrawal with respect to the Cash Management Account or any Subaccounts except with the prior written consent of the Administrative Agent, and neither Borrower, nor the Manager, nor any Person claiming on behalf of or through Borrower or the Manager, other than the Paying Agent, shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts.
(g)    Borrower acknowledges and agrees that the Cash Management Account Bank shall comply with (i) the instructions originated by the Administrative Agent (or by the Paying Agent in accordance with the written instructions of the Administrative Agent) with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or the Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) and instructions originated by the Administrative Agent (or by the Paying Agent in accordance with the written instructions of the Administrative Agent) directing the transfer or redemption of any financial asset relating to the Cash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC.
(h)    As of the date hereof the Cash Management Account and the Subaccounts for U.S. federal income tax reporting and withholding purposes will be owned by Borrower (the “Account Owner”). The Account Owner shall provide Wells Fargo in its capacity as the Paying Agent with (i) an Internal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8 or any successor forms on or before the Business Day prior to the date hereof, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by applicable law or upon the reasonable request of Wells Fargo as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes to the Paying Agent and (b) to permit Wells Fargo to fulfill its tax reporting obligations under applicable law with respect to the Cash Management Account and the Subaccounts or any amounts paid to the Account Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect (including without limitation in connection with the transfer of any Account Owner change), the Account Owner shall timely provide to Wells Fargo in its capacity as the Paying Agent accurately updated and complete versions of such IRS forms or other documentation. Wells Fargo, both in its individual capacity and in its capacity as the Paying Agent, shall have no liability to the Account Owner or any other Person in connection with any tax reporting or tax withholding amounts paid or withheld from the Cash Management Account or the Subaccounts pursuant to applicable law arising from the Account Owner’s failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated under this paragraph.
2.6.3    Order of Priority of Funds in Cash Management Account. Unless otherwise directed by Administrative Agent during the continuance of an Event of Default pursuant to Section 2.6.4, the Paying Agent shall (in accordance with the Monthly Payment Report as approved by the Administrative Agent as contemplated by Section 2.11(a)(i)) apply Collections on deposit in the Cash Management Account for the related Collection Period on each Payment Date in the following order of priority (in each case, after taking into account any prepayments made prior to such Payment Date pursuant to Section 2.4.4):
(a)    first, to the applicable Security Deposit Account, the amount of any security deposits that have been deposited into the Cash Management Account by Borrower during the calendar month ending

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immediately prior to such Payment Date, as set forth in a written notice from Borrower to the Administrative Agent and Paying Agent delivered pursuant to Section 4.3.9;
(b)    second, to the Advance Rent Subaccount, the amount of any Advance Rent then required under Section 6.7 to be transferred thereto, to the extent such transfers have not occurred prior to such Payment Date;
(c)    third, to each Lender based on its respective Lender Percentage, pro rata, the amount of any mandatory prepayment of the Outstanding Principal Balance pursuant to Sections 2.4.2 then due and payable and all other amounts payable in connection therewith, such amounts to be applied in the manner set forth in Section 2.4.4(d);
(d)    fourth, to the Tax Subaccount, to make the required payments of Tax Funds as required under Section 6.1;
(e)    fifth, to the Insurance Subaccount, to make any required payments of Insurance Funds as required under Section 6.2;
(f)    sixth, to the Administrative Agent, any Fees then due and payable to the Administrative Agent pursuant to any Fee Letter and any costs, expenses or indemnities then due and payable pursuant to the Loan Documents;
(g)    seventh, to pay the Monthly Debt Service Payment Amount, applied to pay interest due and owing to each Lender on such Payment Date on a pro rata basis (based on the interest due and owing to each Lender);
(h)    eighth, to each of the Calculation Agent and the Paying Agent, the portion of the Calculation Agent Fee and the Paying Agent Fee, respectively, then due and payable, and any costs, expenses or indemnities then due and payable to the Calculation Agent and the Paying Agent pursuant to the Loan Documents, ratably as between such Persons;
(i)    ninth, to the Diligence Agent, any Fees, costs, expenses or indemnities then due and payable pursuant to the Diligence Agent Agreement;
(j)    tenth, to the Custodian, any custodial fees, expenses and indemnities due and payable under the Custodial Agreement;
(k)    eleventh, to the Manager, management fees payable for the calendar month ending immediately prior to such Payment Date, but not in excess of the Management Fee Cap for such calendar month;
(l)    twelfth, to the Capital Expenditure Subaccount, to make the required payments of Capital Expenditure Funds as required under Section 6.3;
(m)    thirteenth, to each Lender, pro rata, any other fees, costs, expenses or indemnities then due or payable under this Agreement or any other Loan Document; and
(n)    fourteenth, all amounts remaining after payment of the amounts set forth in clauses (a) through (m) above (the “Available Cash”) either:

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(i)    if as of a Payment Date no Amortization Period is continuing, any remaining amounts to Borrower’s Operating Account; and
(ii)    if as of a Payment Date an Amortization Period is continuing:
(A)    first, to Borrower’s Operating Account, funds in an amount equal to the Monthly Budgeted Amount;
(B)    second, to Borrower’s Operating Account, payments for Approved Extraordinary Expenses, if any; and
(C)    third, to each Lender, pro rata, to pay principal on the Loan until the Loan is paid in full.
If for any Payment Date, there are insufficient funds on deposit in the Cash Management Account to pay the amounts due and owing under clauses (h) and (j) above, the Paying Agent shall provide Borrower with written notice of such shortfall at least two (2) Business Days prior to such Payment Date and Borrower shall remit such funds to the Calculation Agent, Paying Agent or Custodian, as applicable, to pay such amounts in full no later than one Business Day prior to such Payment Date.
2.6.4    Application During Event of Default. Notwithstanding anything to the contrary contained herein (including Section 2.6.3), upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its option (and shall upon written instruction of the Majority Lenders) instruct the Paying Agent to apply any Collections then in the possession of the Administrative Agent or the Paying Agent (including any Reserve Funds on deposit in the Subaccounts) or the Rent Deposit Banks to the payment of the Debt in such order, proportion and priority as the Administrative Agent may determine in its sole and absolute discretion. The Administrative Agent’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to the Administrative Agent and the other Secured Parties under the Loan Documents.
2.6.5    Payments Received in the Cash Management Account. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Borrower’s obligations with respect to the payment of the Monthly Debt Service Payment Amount and amounts required to be deposited into the Reserve Funds, if any, shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account to satisfy such obligations pursuant to this Agreement on the dates each such payment is required, regardless of whether any of such amounts are so applied by the Administrative Agent, any Lender or the Paying Agent on behalf of any of the foregoing.
Section 2.7    Withholding Taxes.
2.7.1    Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of Borrower) requires the deduction or withholding of any Tax from any such payment by Borrower, then Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.7.1) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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2.7.2    Payment of Other Taxes by Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.
2.7.3    Indemnification by Borrower. Borrower shall indemnify each Lender, on the first Payment Date that is at least ten (10) Business Days after written demand by such Lender on Borrower (with a copy to the Administrative Agent and the Paying Agent) therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7.3) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable documented expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that if such Lender or Administrative Agent, as applicable, fails to give notice to Borrower of the imposition of any Indemnified Taxes within 180 days following its receipt of actual written notice of the imposition of such Indemnified Taxes, there will be no obligation for Borrower to pay interest or penalties attributable to the period beginning after such 180th day and ending seven (7) days after Borrower receives notice from such Lender or Administrative Agent, as applicable. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.
2.7.4    Evidence of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 2.7, Borrower shall deliver to the Administrative Agent and the Paying Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent and the Paying Agent.
2.7.5    Status of Lenders.
(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower, the Administrative Agent and the Paying Agent at the time or times reasonably requested by such Persons, such properly completed and executed documentation reasonably requested by any such Person as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower, the Administrative Agent or the Paying Agent shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower, the Administrative Agent and the Paying Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.7.5(ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing,
(A)    any Lender that is a U.S. Person shall deliver to Borrower, the Administrative Agent and the Paying Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower, the Administrative Agent or the Paying Agent), executed

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originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower the Administrative Agent and the Paying Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower, the Administrative Agent or the Paying Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Lender that is an entity and is claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty and in the case of a Foreign Lender that is an individual and is claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)    executed originals of IRS Form W-8ECI;
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E (in the case of an entity) or IRS Form W-8BEN (in the case of an individual); or
(4)    to the extent a Foreign Lender is a partnership or is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, reasonably satisfactory to Borrower, the Administrative Agent and the Paying Agent IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio

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interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate, reasonably satisfactory to Borrower, the Administrative Agent and the Paying Agent on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower the Administrative Agent and the Paying Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower, the Administrative Agent or the Paying Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Person to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower the Administrative Agent and the Paying Agent at the time or times prescribed by law and at such time or times reasonably requested by such Person such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Person as may be necessary for such Person to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Each Lender agrees that Borrower, the Administrative Agent and the Paying Agent shall be entitled to rely on any documentation or certification delivered pursuant to this Section 2.7.5 as being accurate and complete. Without limiting the foregoing, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower the Administrative Agent and the Paying Agent in writing of its legal inability to do so.
2.7.6    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.7.6 (including by the payment of additional amounts pursuant to this Section 2.7.6), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.7.6 with respect to the Taxes giving rise to such refund), net of all documented expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.7.6 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.7.6, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.7.6, the payment of which would place the indemnified party in a less favorable

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net after-tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.7.6 shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
2.7.7    Survival. Each party’s obligations under this Section 2.7 shall survive any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Section 2.8    [Reserved].
Section 2.9    Springing Mortgage Documents.
(a)    On or prior to the Closing Date, Borrower shall deliver the Springing Mortgage Documents to the Custodian with respect to each Property; provided, that prior to any recording, such forms may be updated by Borrower or Administrative Agent to reflect any changes in law deemed reasonably necessary by the Administrative Agent. If a Springing Deed of Trust Trigger Event has occurred, the Administrative Agent may, at its sole discretion, by delivering written notice to Borrower, require Borrower to record the Springing Mortgage Documents and procure Title Insurance Policies for the benefit of the Administrative Agent (on behalf of the Secured Parties) with respect to each Property relating to the Springing Mortgage Documents.
(b)    Borrower shall reasonably and promptly cooperate with the Administrative Agent in the recordation of Springing Mortgage Documents that are required to be executed and/or delivered pursuant to this Section 2.9.
(c)    Borrower shall pay all costs associated with providing Springing Mortgage Documents, including all recordation taxes with respect to such Springing Mortgage Documents, any costs and/or expenses related to the assembly of such Springing Mortgage Documents and the delivery thereof to the proper Governmental Authority for recordation, reasonable due diligence costs and expenses and any reasonable attorneys’ fees of external counsel or reasonable fees for other professionals incurred in connection with the recordation of such Springing Mortgage Documents and shall pay the cost of providing Title Insurance Policies.
Section 2.10    The Paying Agent.
(a)    The Administrative Agent hereby appoints Wells Fargo Bank, N.A. as the initial Paying Agent. All payments of amounts due and payable in respect of the Obligations that are to be made from amounts withdrawn from the Cash Management Account pursuant to Section 2.6.3 shall be made on behalf of Borrower by the Paying Agent, in accordance with the written instruction of the Administrative Agent (which may be in electronic form) received no later than 4:00 p.m. (New York City time) one (1) Business Day prior to the applicable Payment Date. On the Maturity Date, all funds then held by any Paying Agent under this Agreement shall, upon demand of Borrower, be paid to the Administrative Agent to be held and applied according to Section 2.6.3, and thereupon such Paying Agent shall be released from all further liability with respect to such funds.
(b)    On each Payment Date, Borrower shall pay to the Paying Agent the Paying Agent Fee pursuant to Section 2.6.3(h).

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(c)    The Paying Agent hereby agrees that, subject to the provisions of this Section 2.10, it shall:
(i)    hold any sums held by it for the payment of amounts due with respect to the Obligations in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
(ii)    give the Administrative Agent notice of any default by Borrower of which it has actual knowledge in the making of any payment required to be made with respect to the Obligations;
(iii)    at any time during the continuance of any Event of Default, upon the written instruction of the Administrative Agent (a copy of which shall be provided by the Administrative Agent to Borrower), forthwith pay to the Administrative Agent any sums due to Administrative Agent so held in trust by such Paying Agent;
(iv)    immediately resign as a Paying Agent and forthwith pay to the Administrative Agent any sums held by it in trust for the payment of the Obligations if at any time it ceases to be an Eligible Institution (in which event the Administrative Agent or one of its Affiliates or designees shall serve as the Paying Agent until such time as a replacement Paying Agent has been appointed in accordance with this Section 2.10);
(v)    comply with all requirements of the Code and any applicable State law with respect to the withholding from any payments made by it in respect of any Obligations of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith; and
(vi)    provide to the Lenders such information as is required to be delivered under the Code or any State law applicable to the particular Paying Agent, relating to payments made by the Paying Agent under this Agreement.
(d)    Any successor paying agent shall be appointed by the Administrative Agent, with the consent of the Majority Lenders and, so long as no Event of Default then exists, with the consent of Borrower; provided that any successor paying agent shall be, at the time of such appointment, an Eligible Institution. The Administrative Agent and Borrower shall mutually agree on the fees required to engage the services of any such successor Paying Agent to the extent that such fees exceed those paid to the prior Paying Agent and upon such mutual agreement, such approved fee shall constitute the Paying Agent Fee.
(e)    Borrower shall indemnify the Paying Agent and its officers, directors, employees and agents (each, a “PA Party” and collectively, the “PA Parties”) for, and hold them harmless against any loss, liability, damages, costs or expense (but limited, in the case of attorneys’ fees and disbursements, to the reasonable and documented fees and disbursements of one external counsel to the PA Parties, taken as a whole) incurred in connection with or arising out of (i) the performance of its obligations under and in accordance with this Agreement, including without limitation the costs and expenses of (A) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Agreement, and (B) preparing for, and prosecuting or defending itself against any investigation, legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement; (ii) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by the Paying Agent for such purpose) of

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any indemnification or other obligation of Borrower, and (iii) the gross negligence, bad faith or willful misconduct of Borrower in the performance of its duties hereunder, except in each case to the extent any such loss, liability or expense results from the gross negligence, bad faith or willful misconduct of the Paying Agent or any PA Party (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). All such amounts shall be payable in accordance with Section 2.6.3. In the event any such indemnity amounts are distributed to the Paying Agent from the Cash Management Account pursuant to Section 2.6.3 prior to deposit by Borrower of such indemnity amounts therein, the obligation of reimbursement by Borrower with respect to such indemnity amounts will instead be payable to the Cash Management Account. The foregoing indemnification shall survive the termination of this Agreement.
(f)    The Paying Agent shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Paying Agent in such capacity herein. No implied covenants or obligations shall be read into this Agreement against the Paying Agent and no permissive right or privilege of the Paying Agent shall be construed as a duty.
(g)    The Paying Agent shall not be liable for (i) an error of judgment made in good faith by one of its officers; or (ii) any action taken, suffered or omitted to be taken in good faith in accordance with or believed by it to be authorized or within the discretion or rights or powers conferred by this Agreement or at the direction of the Administrative Agent or any other Secured Party in accordance with this Agreement or the other Loan Documents relating to the exercise of any power conferred upon the Paying Agent under this Agreement, in each case, unless it shall be proved that the Paying Agent shall have been grossly negligent or acted in bad faith or with willful misconduct in ascertaining the pertinent facts.
(h)    The Paying Agent shall not be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Paying Agent obtains actual knowledge of such event or the Paying Agent receives written notice of such event from any Relevant Party, the Administrative Agent or any other Secured Party, as the case may be.
(i)    Without limiting the generality of this Section 2.10, the Paying Agent shall have no duty (i) to record, file or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, refile or redeposit any of the same, (ii) except as otherwise provided in Section 2.7.5, to pay or discharge any Taxes, Property Taxes, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral, (iii) to confirm, recalculate or verify the contents, accuracy or completeness of any reports or certificates of the Administrative Agent or Calculation Agent delivered to the Paying Agent pursuant to this Agreement believed by the Paying Agent to be genuine and to have been signed or presented by the proper party or parties or (iv) to ascertain or inquire as to the performance or observance of any of Borrower’s representations, warranties or covenants under this Agreement or any other Loan Document.
(j)    The Paying Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Paying Agent to perform, or be responsible for the manner of performance of, any of the obligations of Borrower under this Agreement.
(k)    The Paying Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, any certificate of a Responsible Officer, any Monthly Payment Report, any

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certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.
(l)    The Paying Agent may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Paying Agent in good faith and in accordance therewith. In connection with any request that the Paying Agent take any action or refrain from taking any action outside the scope of this Agreement, the Paying Agent shall be entitled to request and conclusively rely upon, and shall be protected in acting or refraining from acting upon, an officer’s certificate or opinion of counsel delivered by or on behalf of such requesting party. Any opinion of counsel reasonably requested by the Paying Agent shall be an expense of Borrower.
(m)    The Paying Agent shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Loan Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent or any Lender pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, or such Lender shall have offered to the Paying Agent security or indemnity reasonably acceptable to the Paying Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(n)    The Paying Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Lender or the Administrative Agent; provided, that if the payment within a reasonable time to the Paying Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Paying Agent, not reasonably assured by Borrower, the Paying Agent may require indemnity reasonably satisfactory to the Paying Agent from the Lenders against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Borrower.
(o)    The Paying Agent shall not be responsible for the acts or omissions of the Administrative Agent, the Calculation Agent, Borrower, any Lenders, any Counterparty or any other Person.
(p)    Any Person into which the Paying Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Paying Agent shall be a party, or any Person succeeding to the business of the Paying Agent, shall be the successor of the Paying Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
(q)    The Paying Agent does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Properties or the Collateral.
(r)    The Paying Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other Person, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part hereof, then and in any of such events the Paying Agent is authorized, in

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its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other Person by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated.
(s)    The Paying Agent may: (i) terminate its obligations as Paying Agent under this Agreement (subject to the terms set forth herein) upon at least thirty (30) days’ prior written notice to Borrower, the Administrative Agent and the Lenders; provided, however, that, without the consent of the Administrative Agent and the Majority Lenders and, so long as no Event of Default is continuing, Borrower, such resignation shall not be effective until a successor paying agent acceptable to the Administrative Agent and, so long as no Event of Default is continuing, Borrower, and to whose appointment the Majority Lenders do not reasonably object within five (5) Business Days after the Lenders are notified thereof (or such shorter period in which the Majority Lenders consent thereto), shall have accepted appointment as Paying Agent, pursuant hereto and shall have agreed to be bound by the terms of this Agreement; or (ii) be removed upon at least thirty (30) days’ prior written notice (or such shorter period as shall be acceptable to the Paying Agent) by the Administrative Agent and, so long as no Event of Default is continuing, Borrower, delivered to the Paying Agent and the Lenders; provided, however, that without the consent of the Majority Lenders, such removal shall not be effective until a successor paying agent acceptable to the Administrative Agent and, so long as no Event of Default is continuing, Borrower, and to whose appointment the Majority Lenders do not reasonably object within five (5) Business Days after the Lenders are notified thereof (or such shorter period in which the Majority Lenders consent thereto) shall have accepted appointment as Paying Agent pursuant hereto and shall have agreed to be bound by the terms of this Agreement. In the event of such termination or removal, the Administrative Agent shall make reasonable efforts to appoint a successor paying agent. If, however, a successor paying agent is not appointed by the Administrative Agent and, if applicable, Borrower, within ninety (90) days after the giving of such notice of resignation or removal, the Paying Agent may petition a court of competent jurisdiction for the appointment of a successor paying agent, and the costs of such petition shall be paid by Borrower.
(t)    Any successor paying agent appointed pursuant hereto shall execute, acknowledge, and deliver to the Administrative Agent, Borrower and to the predecessor Paying Agent an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of the predecessor Paying Agent shall become effective and such successor paying agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Paying Agent under this Agreement, with like effect as if originally named as Paying Agent. The predecessor Paying Agent shall upon payment of its fees and expenses deliver to the successor paying agent all documents and statements and monies held by it under this Agreement; and the Administrative Agent and the predecessor Paying Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor paying agent all such rights, powers, duties, and obligations.
(u)    In the event the Paying Agent’s appointment hereunder is terminated without cause, Borrower shall reimburse the Paying Agent for the reasonable documented expenses of the Paying Agent incurred in transferring any funds in its possession to the successor paying agent.
(v)    The parties hereto acknowledge and agree that any failure of the Paying Agent to apply funds on deposit in the Cash Management Account in accordance with Section 2.6.3 shall not in and of itself result in a Default or Event of Default on the part of any Relevant Party, provided that funds were available to the Paying Agent to enable it to make the relevant payments when due.

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(w)    The Loan Parties hereby agree, in connection with an appointment of a successor paying agent, to negotiate in good faith any modifications to this Agreement related to the rights and obligations of the Paying Agent which are reasonably requested by such successor paying agent.
(x)    Knowledge or information acquired by (i) Wells Fargo Bank, N.A. in any of its respective capacities hereunder or under any other document related to this transaction shall not be imputed to Wells Fargo Bank, N.A. in any of its other capacities hereunder or under such other documents except to the extent their respective duties are performed by employees in the same division of Wells Fargo Bank, N.A., and (ii) any Affiliate of Wells Fargo Bank, N.A. shall not be imputed to Wells Fargo Bank, N.A. in any of its respective capacities hereunder and vice versa.
(y)    Other than with respect to any information that the Paying Agent has an express duty hereunder to review, the Paying Agent shall not be deemed to have knowledge of any fact or matter for purposes of this Agreement unless an employee of the Paying Agent responsible for performing the Paying Agent’s duties under this Agreement (i) has actual knowledge thereof or (ii) receives written notice with respect thereto.
(z)    The Paying Agent shall not be under any obligation to take any action in the performance of its respective duties hereunder that would be in violation of applicable law.
(aa)    For purposes of satisfying any information collection and tax reporting obligations under the Code and Treasury Regulations (including, without limitation and to the extent applicable, any cost basis reporting obligations thereunder), Borrower and each Lender agrees to provide to the Paying Agent all information required by the Code and Treasury Regulations to be provided by such person (or as may be reasonably requested by the Paying Agent), to permit the Paying Agent to satisfy its obligations thereunder.
(bb)    The recitals contained herein shall not be taken as the statements of the Paying Agent and the Paying Agent assumes no responsibility for their correctness.
(cc)    Notwithstanding anything in this Agreement to the contrary and to the fullest extent permitted by applicable law, the Paying Agent shall not be liable for any special, indirect, punitive or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
Section 2.11    The Calculation Agent.
(a)    Wells Fargo Bank, N.A. is hereby appointed as Calculation Agent and is authorized to take such actions and to exercise such powers and perform such duties as are expressly delegated to the Calculation Agent by the terms hereof, together with such other powers as are reasonably incidental thereto.
(i)    The duties of the Calculation Agent hereunder shall be limited to (A) verifying the calculations of Borrower (collectively, the “Calculations”) with respect to each Borrowing Request, each Properties Schedule, each Reserve Release Request, each Request for Release and each Compliance Certificate based solely on information provided to the Calculation Agent by Borrower, in each case, as set forth on Schedule VIII hereto, (B) determining LIBOR, the Federal Funds Effective Rate, the Alternative Rate (in each case, with the confirmation of the Administrative Agent), if applicable and (C) preparing the Monthly Payment Report with respect to each Payment Date and delivering such Monthly

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Payment Report to the Administrative Agent and Borrower for confirmation not less than two (2) Business Days prior to each Payment Date as set forth on Schedule VIII hereto.
(ii)    The Calculation Agent shall verify the Calculations through the use of a computer modeling program developed by the Calculation Agent (such program, the “Model”, and such process of verification, “Modeling”). The Calculation Agent shall use good faith efforts in developing the Model and in conducting all Modeling with respect to the Calculations.
(iii)    In the event of a discrepancy between the calculations received by the Calculation Agent from Borrower and the results of the Modeling conducted by the Calculation Agent, the Calculation Agent shall give prompt written notice (which may be via Electronic Transmission) of such discrepancy to Borrower and the Administrative Agent, and the Calculation Agent shall work with such parties in good faith to resolve such discrepancy. In each case, the final result agreed to by the parties with respect to such Calculations shall be approved in writing (which may be via Electronic Transmission) by Borrower and the Administrative Agent.
(iv)    Each of Borrower, the Lenders and the Administrative Agent agree that so long as the Calculation Agent complies with the terms of clauses (ii) and (iii) above, the Calculation Agent shall have no liability with respect to any Calculations that are verified by the Calculation Agent (including pursuant to consultations described in clause (iii) above) that are subsequently determined to be incorrect, except to the extent of the Calculation Agent’s gross negligence, bad faith or willful misconduct. For avoidance of doubt, such exculpation from liability shall include, without limitation, any loss, liability or expense of Lenders incurred as a result of lending to Borrower based on any such erroneous calculations.
(b)    On each Payment Date, Borrower shall pay to the Calculation Agent any Calculation Agent Fee due to the Calculation Agent pursuant to Section 2.6.3(h).
(c)    Any successor calculation agent shall be appointed by the Administrative Agent with the consent of the Majority Lenders and, so long as no Event of Default then exists, with the consent of Borrower. The Administrative Agent and Borrower shall mutually agree on the fees required to engage the services of any such successor calculation agent to the extent that such fees exceed those paid to the prior Calculation Agent and upon such mutual agreement, such approved fee shall constitute the Calculation Agent Fee.
(d)    Borrower shall indemnify the Calculation Agent and its officers, directors, employees and agents (each, a “CA Party” and collectively, the “CA Parties”) for, and hold them harmless against, any loss, liability, damages, costs or expense (but limited, in the case of attorneys’ fees and disbursements, to the reasonable and documented fees and disbursements of one external counsel to the CA Parties, taken as a whole) incurred in connection with or arising out of (i) the performance of its obligations under and in accordance with this Agreement, including without limitation the costs and expenses of (A) investigating any claim or allegation relating to the exercise or performance of any of its powers or duties under this Agreement, and (B) preparing for, and prosecuting or defending itself against any investigation, legal proceeding, whether pending or threatened, related to any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement; (ii) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by the Calculation Agent for such purpose) of any indemnification or other obligation of Borrower and (iii) the gross negligence, bad

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faith or willful misconduct of Borrower in the performance of its duties hereunder, except in each case to the extent any such loss, liability or expense results from the gross negligence, bad faith or willful misconduct of the Calculation Agent or any CA Party (in each case, as determined by a court of competent jurisdiction or as otherwise agreed to by the parties). All such indemnification amounts shall be payable in accordance with Section 2.6.3. In the event any such indemnity amounts are distributed to the Calculation Agent from the Cash Management Account pursuant to Section 2.6.3 prior to deposit by Borrower of such indemnity amounts therein, the obligation of reimbursement by Borrower with respect to such indemnity amounts will instead be payable to the Cash Management Account. The foregoing indemnification shall survive the termination of this Agreement.
(e)    The Calculation Agent shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Calculation Agent in such capacity herein. No implied covenants or obligations shall be read into this Agreement against the Calculation Agent, and no permissive right or privilege of the Calculation Agent shall be construed as a duty. The Calculation Agent shall not be responsible for verifying any calculations pursuant to this Agreement to the extent information necessary to make such verifications is not provided to it by the Administrative Agent or Borrower.
(f)    The Calculation Agent shall not be liable for (i) an error of judgment made in good faith by one of its officers; or (ii) any action taken, suffered or omitted to be taken in good faith in accordance with or believed by it to be authorized or within the discretion or rights or powers conferred by this Agreement or at the direction of a Secured Party relating to the exercise of any power conferred upon the Calculation Agent under this Agreement, in each case, unless it shall be proved that the Calculation Agent shall have been grossly negligent or acted in bad faith or with willful misconduct in ascertaining the pertinent facts.
(g)    The Calculation Agent shall not be charged with knowledge of any Default or Event of Default unless a Responsible Officer of the Calculation Agent obtains actual knowledge of such event or the Calculation Agent receives written notice of such event from Borrower, any Secured Party or the Administrative Agent, as the case may be.
(h)    Without limiting the generality of this Section 2.11, the Calculation Agent shall have no duty (i) to record, file or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest in the Collateral, or maintain any such recording, filing or depositing or to subsequently record, refile or redeposit any of the same, (ii) to pay or discharge any Taxes, Property Taxes, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral, (iii) except as otherwise expressly provided in this Section 2.11, to confirm, recalculate, or verify the contents, accuracy, or completeness of any reports or certificates of Borrower or the Administrative Agent delivered to the Calculation Agent pursuant to this Agreement believed by the Calculation Agent to be genuine and to have been signed or presented by the proper party or parties or (iv) to ascertain or inquire as to the performance or observance of any of Borrower’s representations, warranties or covenants under this Agreement or any other Loan Document.
(i)    The Calculation Agent shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Calculation Agent to perform, or be responsible for the manner of performance of, any of the obligations of Borrower under this Agreement.

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(j)    The Calculation Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, any certificate of a Responsible Officer, any report, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.
(k)    The Calculation Agent may consult with counsel of its choice with regard to legal questions arising out of or in connection with this Agreement and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Calculation Agent in good faith and in accordance therewith. In connection with any request that the Calculation Agent take any action or refrain from taking any action outside the scope of this Agreement, the Calculation Agent shall be entitled to request and conclusively rely upon, and shall be protected in acting or refraining from acting upon, an officer’s certificate or opinion of counsel delivered by or on behalf of such requesting party. Any opinion of counsel reasonably requested by the Calculation Agent shall be an expense of Borrower.
(l)    The Calculation Agent shall be under no obligation to exercise any of the rights, powers or remedies vested in it by this Agreement (except to comply with its obligations under this Agreement and any other Loan Document to which it is a party) or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of the Administrative Agent or any Lender pursuant to the provisions of this Agreement, unless the Administrative Agent, on behalf of the Secured Parties, or such Lender shall have offered to the Calculation Agent security or indemnity reasonably satisfactory to the Calculation Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(m)    Except as otherwise expressly provided in this Section 2.11, the Calculation Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by a Lender or the Administrative Agent; provided, that if the payment within a reasonable time to the Calculation Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Calculation Agent, not reasonably assured by Borrower, the Calculation Agent may require indemnity reasonably satisfactory to the Calculation Agent from the Lenders against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by Borrower or, if paid by the Calculation Agent, shall be reimbursed by Borrower to the extent of funds available therefor pursuant to Section 2.6.3.
(n)    The Calculation Agent shall not be responsible for the acts or omissions of the Administrative Agent, the Paying Agent (unless the same entity is then acting as Calculation Agent and Paying Agent), Borrower, any Lenders, any Counterparty or any other Person.
(o)    Any Person into which the Calculation Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party, or any Person succeeding to the business of the Calculation Agent, shall be the successor of the Calculation Agent under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
(p)    The Calculation Agent does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of the Properties or the Collateral.

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(q)    If the Calculation Agent shall at any time receive conflicting instructions from the Administrative Agent and Borrower or any other party to this Agreement and the conflict between such instructions cannot be resolved by reference to the terms of this Agreement, the Calculation Agent shall be entitled to rely on the instructions of the Administrative Agent. The Calculation Agent may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness, and the parties to this Agreement will hold the Calculation Agent harmless from any claims that may arise or be asserted against the Calculation Agent because of the invalidity of any such documents or their failure to fulfill their intended purpose.
(r)    The Calculation Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other Person, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part hereof, then and in any of such events the Calculation Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other Person by reason of such compliance even though such order, writ, judgment or decree maybe subsequently reversed, modified, annulled, set aside or vacated.
(s)    The Calculation Agent, at its sole cost and expense, may delegate or perform any of its duties under this Agreement by or through sub-agents, service providers or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Calculation Agent shall not be responsible for the negligence or misconduct of any sub-agents, service providers or attorneys-in-fact selected by it with reasonable care in the absence of gross negligence, bad faith or willful misconduct. Such agents, service providers and attorneys-in-fact shall be entitled to all the same indemnification rights and exculpation by the Loan Parties as may apply to the Calculation Agent.
(t)    The Calculation Agent may: (i) terminate its obligations as Calculation Agent under this Agreement (subject to the terms set forth herein) upon at least thirty (30) days’ prior written notice to Borrower, the Lenders and the Administrative Agent; provided, however, that, without the consent of the Administrative Agent, the Majority Lenders and, unless an Event of Default is continuing, Borrower, such resignation shall not be effective until a successor calculation agent acceptable to the Administrative Agent and, unless an Event of Default is continuing, Borrower, and to whose appointment the Majority Lenders do not reasonably object within five (5) Business Days after the Lenders are notified thereof (or such shorter period in which the Majority Lenders consent thereto), shall have accepted appointment as Calculation Agent, pursuant hereto and shall have agreed to be bound by the terms of this Agreement; or (ii) be removed at any time by written demand of the Administrative Agent and, unless an Event of Default is continuing, Borrower, delivered to the Calculation Agent and the Lenders; provided, further, however, that such removal shall not be effective until the appointment of a successor calculation agent acceptable to the Administrative Agent and, unless an Event of Default is continuing, Borrower, and to whose appointment the Majority Lenders do not reasonably object within five (5) Business Days after the Lenders are notified thereof (or such shorter period in which the Majority Lenders consent thereto), shall have accepted appointment as Calculation Agent, pursuant hereto and shall have agreed to be bound by the terms of this Agreement. In the event of such termination or removal, the Administrative Agent shall make reasonable efforts to appoint a successor calculation agent. If, however, a successor calculation agent is not appointed by the Administrative Agent and, if applicable, Borrower within ninety (90) days after the giving of a notice of resignation or removal,

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the Calculation Agent may petition a court of competent jurisdiction for the appointment of a successor calculation agent, and the costs of such petition shall be paid by Borrower.
(u)    Any successor calculation agent appointed pursuant hereto shall execute, acknowledge, and deliver to the Administrative Agent, Borrower and to the predecessor Calculation Agent an instrument accepting such appointment under this Agreement. Thereupon, the resignation or removal of the predecessor Calculation Agent shall become effective and such successor calculation agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties, and obligations of its predecessor as Calculation Agent under this Agreement, with like effect as if originally named as Calculation Agent. The predecessor Calculation Agent shall upon payment of its fees and expenses deliver to the successor calculation agent all documents and statements and monies held by it under this Agreement; and the Administrative Agent and the predecessor Calculation Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor calculation agent all such rights, powers, duties, and obligations.
(v)    In the event the Calculation Agent’s appointment hereunder is terminated without cause, Borrower shall reimburse the Calculation Agent for the reasonable documented expenses of the Calculation Agent incurred in transferring any funds in its possession to the successor calculation agent, and if such termination occurs on or prior to the first anniversary of the appointment of the Calculation Agent, pay to the terminated Calculation Agent a termination fee equal to the unearned prorated portion of the Calculation Agent Fee for that first year.
(w)    The Loan Parties and the Sponsor hereby agree, in connection with an appointment of a successor calculation agent, to negotiate in good faith any modifications to this Agreement related to the rights and obligations of the Calculation Agent which are reasonably requested by such successor calculation agent.
(x)    Other than with respect to any information that the Calculation Agent has an express duty hereunder to review, the Calculation Agent shall not be deemed to have knowledge of any fact or matter for purposes of this Agreement unless an employee of the Calculation Agent responsible for performing the Calculation Agent’s duties under this Agreement (i) has actual knowledge thereof or (ii) receives written notice with respect thereto.
(y)    The Calculation Agent shall not be under any obligation to take any action in the performance of its respective duties hereunder that would be in violation of applicable law.
(z)    The recitals contained herein shall not be taken as the statements of the Calculation Agent and the Calculation Agent assumes no responsibility for their correctness.
(aa)    Notwithstanding anything in this Agreement to the contrary and to the fullest extent permitted by applicable law, the Calculation Agent shall not be liable for any special, indirect, punitive or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits), even if the Calculation Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
Section 2.12    Indemnification of Administrative Agent and Paying Agent.
(a)    Each Lender shall severally indemnify the Administrative Agent and the Paying Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent or the Paying

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Agent, as applicable, for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or the Paying Agent in connection with any Loan Document, and any reasonable documented expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent or the Paying Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent or the Paying Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Paying Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.12.
Section 2.13    [Reserved].
Section 2.14    Actions and Events Outside of Lenders’ and Agents’ Control.
None of the Lenders, the Servicing Agents or the Administrative Agent shall be liable in any way to any Relevant Party or third party for any such Lender’s, Servicing Agent’s or the Administrative Agent’s failure to perform or delay in performing under the Loan Documents (and the Administrative Agent, Servicing Agent or any Lender, as applicable, may suspend or terminate all or any portion of its related obligations under the Loan Documents during any such period) if such failure to perform or delay in performing results directly or indirectly from, or is based upon, any force majeure event, including, without limitation, acts of God, strikes, lockouts, boycotts, blockades, riots, acts of war, terrorism, rebellion, insurrection, epidemics, fire, communication line failures, computer viruses, power failures, earthquakes or any other similar cause or event beyond the Administrative Agent’s, Servicing Agent’s or such Lender’s control. No “Default” or “Event of Default” shall be deemed to have occurred hereunder as a result of the failure of a Loan Party to make payment for an obligation that such Lender, Servicing Agent or the Administrative Agent is required to satisfy through an application of funds on deposit in an Account in accordance with the terms of this Agreement and such Lender, or the Administrative Agent fails to so pay as the result of any event described in the foregoing sentence, and the performance by any Loan Party of its obligations under this Agreement shall be extended day-for-day by each day that such Loan Party is unable to so perform hereunder directly as the result of such Lender, the Administrative Agent or Servicing Agent failing to perform hereunder as the result of any event described in the foregoing sentence.
ARTICLE III    REPRESENTATIONS AND WARRANTIES
Section 3.1    General Representations. Borrower represents and warrants to the Administrative Agent and the Lenders as of the Closing Date that, except to the extent (if any) disclosed on Schedule III with reference to a specific subsection of this Section 3.1:
3.1.1    Organization. Each Loan Party has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Each Loan Party is duly qualified to do business in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. Each Loan Party possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, except to the extent that failure to do so could not in the aggregate reasonably be expected to have a

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Material Adverse Effect. The sole business of each Loan Party is as described in clause (i) of the definition of Special Purpose Entity. Each Loan Party is a Special Purpose Entity.
3.1.2    Proceedings. Each Loan Party has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party. This Agreement and the other Loan Documents have been duly authorized, executed and delivered by or on behalf of each Loan Party party thereto and this Agreement, the other Loan Documents constitute legal, valid and binding obligations of each Loan Party party thereto, enforceable against each such Loan Party party thereto in accordance with their respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by any Loan Party including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and no Loan Party has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.
3.1.3    No Conflicts. The execution, delivery and performance of this Agreement and the other Loan Documents by each Loan Party party thereto, (i) will not contravene such Loan Party’s organizational documents, (ii) will not result in any violation of the provisions of any Legal Requirement of any Governmental Authority having jurisdiction over any Loan Party or any of each Loan Party’s properties or assets, (iii) with respect to each Loan Party, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under the terms of any indenture, mortgage, deed of trust, deed to secure debt, loan agreement, management agreement or other agreement or instrument to which such Loan Party is a party or to, which any of such Loan Party’s property or assets is subject, that would be reasonably expected to have a Material Adverse Effect, and (iv) with respect to each Loan Party, except for Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the assets of such Loan Party.
3.1.4    Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity now pending against any Loan Party or, to the actual knowledge of a Responsible Officer of the Manager or any Loan Party, now pending or threatened in writing, against or affecting any Loan Party or the Manager, as applicable, which actions, suits or proceedings (i) involve the Loan Documents or the transactions contemplated hereby or thereby or (ii) if adversely determined, would reasonably be expected to have a Material Adverse Effect. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity that resulted in a judgment against any Loan Party that has not been paid in full that would otherwise constitute an Event of Default.
3.1.5    Agreements. No Loan Party is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party which default would be expected to have a Material Adverse Effect. Other than the Loan Documents and the Leases, no Loan Party has a material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Loan Party is a party.
3.1.6    Consents. No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by any Loan Party of,

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or compliance by any Loan Party with, this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby and thereby, other than those which have been obtained by the applicable Loan Party.
3.1.7    Solvency. No Loan Party has entered into the Transaction or executed any Loan Document with the actual intent to hinder, delay or defraud any creditor and each Loan Party has received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to the Transaction, each Loan Party is Solvent. No petition in bankruptcy has been filed against any Loan Party in the last seven (7) years, and no Loan Party has in the last seven (7) years made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of such Person’s assets or property, and to the actual knowledge of any Loan Party, no Person is contemplating the filing of any such petition against any Loan Party.
3.1.8    Other Debt. No Loan Party has any Indebtedness other than, with respect to Borrower and Borrower TRS, Permitted Indebtedness and, with respect to Equity Owner, Equity Owner Permitted Indebtedness. As of the Closing Date, the indebtedness of any Loan Party under each of the 2016-1 Loan has been satisfied in full, all collateral and security for the pledged by any Loan Party for the 2016-1 Loan has been released or assigned to the Administrative Agent as security for the Debt, and no Loan Party has any remaining financial liabilities or obligations in connection with the 2016-1 Loan, other than any obligations that survive the termination of the 2016-1 Loan Agreement by the express terms of the 2016-1 Loan Agreement.
3.1.9    Employee Benefit Matters.
(a)    No Loan Party or any of its ERISA Affiliates sponsors, maintains or contributes to any Plans and no Loan Party sponsors, maintains or contributes to any Foreign Plans.
(b)    Each Loan Party is acting on its own behalf in connection with the transactions contemplated by this Agreement. No Loan Party is an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, a “plan” (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code, or an entity deemed to hold “plan assets” within the meaning of Section 3(42) of ERISA and 29 C.F.R. Section 2510.3-101. No Loan Party is subject to any state statute that regulates investments of, and fiduciary obligations with respect to, governmental plans, that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and that would be violated by the transactions contemplated by this Agreement.
(c)    With respect to each Multiemployer Plan to which any Loan Party or any of its ERISA Affiliates is required to make a contribution, each Loan Party and, all of its ERISA Affiliates have satisfied all required contributions and installments on or before the applicable due dates and have not incurred a complete or partial withdrawal under Section 4203 or 4205 of ERISA. No Plan Termination Event has or is reasonably expected to occur.
3.1.10    Compliance with Legal Requirements. Each Loan Party is in compliance with all applicable Legal Requirements, except to the extent that any noncompliance would not reasonably be expected to have a Material Adverse Effect. No Loan Party is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, except for any default or violation that would not reasonably be expected to have a Material Adverse Effect.

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3.1.11    Financial Information. All financial data furnished in writing by or on behalf of each Loan Party to Administrative Agent, the Servicing Agents or the Lenders in connection with the Loan (i) are true, complete and correct in all material respects (or, to the extent that any such financial data was incorrect in any material respect when delivered, the same has been corrected by financial data subsequently delivered to Administrative Agent prior to each of the Closing Date and the Closing Date, as applicable), (ii) accurately represent the financial condition of the Properties as of the date of such reports (or, to the extent that any such financial data did not accurately represent the financial condition of the Properties when delivered, the same has been corrected by financial data subsequently delivered to Administrative Agent prior to each of the Closing Date and the Closing Date, as applicable), and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. The foregoing representation shall not apply to any such financial data that constitutes projections, provided that Borrower represents and warrants that such projections were made in good faith based on assumptions believed by the Loan Parties to be reasonable at the time made and that Borrower has no reason to believe that such projections were materially inaccurate (it being understood that projections are not a guarantee of financial performance and actual results may differ and such differences may be material). Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements. Borrower has no liabilities or other obligations that arose or accrued prior to each of the Closing Date and the Closing Date that would reasonably be expected to have a Material Adverse Effect.
3.1.12    Insurance. Borrower has obtained and delivered to Administrative Agent certificates evidencing the Policies required to be maintained under Section 5.1.1. All such Policies are in full force and effect, with all premiums prepaid thereunder. No claims have been made that are currently pending, outstanding or otherwise remain unsatisfied under any such Policies that would reasonably be expected to have a Material Adverse Effect. With respect to any insurance policy, neither Borrower nor, to Borrower’s or the Manager’s knowledge, any other Person, has done, by act or omission, anything which would impair the coverage of any of the Policies in any material respect.
3.1.13    Tax Filings. Each Loan Party has filed, or caused to be filed, on a timely basis all income and other material Tax returns (including, without limitation, all income and other material foreign, federal, state, local and other Tax returns) required to be filed by it, if any, is not liable for Non-Property Taxes payable by any other Person and has paid or made adequate provisions for the payment of all Non-Property Taxes (to the extent such Taxes, assessment and other governmental charges exceed $100,000 in the aggregate) payable by such Loan Party except as permitted by Section 4.1.4 or 4.4.5. All material recording or other similar taxes required to be paid by any Loan Party under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents have been paid.
3.1.14    [Reserved].
3.1.15    Special Purpose Entity/Separateness.
(a)    Since its formation, no Loan Party has conducted any business other than as described in the definition of Special Purpose Entity herein. As of the Closing Date, no Loan Party owns or holds, directly or indirectly (i) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party or (ii) any debt security or other evidence of indebtedness of any Person, except for

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Permitted Investments and, in each case, as otherwise contemplated by the Loan Documents. As of the Closing Date, Borrower does not have any subsidiaries other than Borrower TRS.
(b)    Any and all of the stated facts and assumptions made in each Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and each Loan Party will have complied and will comply in all material respects, with all of the stated facts and assumptions made with respect to it in each Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply, in all material respects, with all of the assumptions made and facts stated with respect to it in such Insolvency Opinion. Borrower covenants that, in connection with any Additional Insolvency Opinion delivered in connection with this Agreement, it shall provide an updated certification regarding compliance with the facts and assumptions made therein, which certificate shall be substantially similar to the representations made in this Section 3.1.15(b).
(c)    Borrower covenants and agrees that Borrower shall provide the Administrative Agent with thirty (30) days’ prior written notice prior to the removal of an Independent Director of any Loan Party.
3.1.16    Management. The ownership, leasing, management and collection practices used by each Loan Party, the Manager with respect to the Properties have been in compliance in all material respects with all applicable Legal Requirements, and all necessary licenses, permits and regulatory requirements pertaining thereto have been obtained and remain in full force and effect, except to the extent that failure to obtain would not reasonably be expected to have a Material Adverse Effect. The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
3.1.17    Illegal Activity. None of the Properties has been or will be purchased with proceeds of any illegal activity.
3.1.18    No Change in Facts or Circumstances; Disclosure. The written information, reports, exhibits and schedules furnished in writing by or on behalf of each Loan Party to the Administrative Agent, the Servicing Agents and the Lenders in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto (but excluding any information described in Section 3.1.11), when taken as a whole, as of the date furnished, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, there has been no material adverse change in any condition, fact, circumstance or event that would make such information, when taken as a whole, inaccurate, incomplete or otherwise misleading in any material respect or that otherwise has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
3.1.19    Investment Company Act. No Loan Party is required to register as an “investment company” within the meaning of the Investment Company Act of 1940.
3.1.20    Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (“Margin Stock”) or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or

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for any purposes prohibited by Legal Requirements in any material respects or by the terms and conditions of this Agreement or the other Loan Documents. None of the Collateral is comprised of Margin Stock and less than twenty-five percent (25%) of the assets of each Loan Party are comprised of Margin Stock.
3.1.21    Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
3.1.22    FIRPTA. No Loan Party is a “foreign person” within the meaning of Section 1445(f)(3) of the Code.
3.1.23    Contracts.
(a)    Borrower has not entered into, nor is bound by, any Major Contract which continues in existence, except those previously disclosed in writing to the Administrative Agent.
(b)    Each of the Major Contracts is in full force and effect, there are no material defaults by Borrower thereunder and, to the knowledge of Borrower, the Manager, there are no monetary or other material defaults thereunder by any other party thereto. None of Borrower, the Manager or any other Person acting on Borrower’s behalf has given or received any notice of default under any of the Major Contracts that remains uncured or in dispute.
(c)    Borrower has delivered copies of the Major Contracts (including all amendments and supplements thereto) to the Administrative Agent that are true, correct and complete in all material respects.
(d)    No Major Contract (other than the Management Agreement and any Sub-Management Agreement) has as a party an Affiliate of Borrower.
3.1.24    Patriot Act.
(a)    No Loan Party nor any of its respective officers, directors or members (or to Borrower’s knowledge, any Affiliate of a Loan Party): (i) is listed on any Government Lists, (ii) is a Person who has been determined by competent authority to be subject to Sanctions, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense or any violation of Sanctions, or (iv) is currently (or has been) under investigation by any Governmental Authority for, or has received notice from any Governmental Authority of, an alleged felony involving a crime of moral turpitude, any Patriot Act Offense or any violation of Sanctions. To Borrower’s knowledge, no Loan Party is (or has been) owned or controlled by, nor is any Loan Party acting for or on behalf of, any Person who has been determined to be subject to the prohibitions contained in the Patriot Act. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense.

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(b)    Borrower (i) has established an anti-money laundering compliance program as required by Anti-Money Laundering Laws and Sanctions, (ii) has conducted and will conduct the requisite due diligence in connection with the Leases and Tenants for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Tenant and the origin of the assets used by said Tenant to lease the applicable Property and (iii) maintains and will maintain sufficient information to identify the applicable Tenant for purposes of the Anti-Money Laundering Laws.
(c)    At the time Borrower (or any Affiliate from whom Borrower acquired its interest in the Lease) first entered into a Lease with each Tenant, no such Tenant was listed on any Government List.
3.1.25    Perfection Representations.
(a)    The Borrower Security Agreement and the Equity Owner Security Agreement create valid and continuing security interests (as defined in the applicable UCC) in the personal property constituting Collateral in favor of the Administrative Agent, which security interests are prior to all other Liens arising under the UCC, subject to Permitted Liens, and are enforceable as such against creditors of Borrower and Equity Owner, respectively, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b)    All appropriate financing statements have been filed, or will promptly be filed following the execution of this Agreement, in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to the Administrative Agent under Borrower Security Agreement and the Equity Owner Security Agreement in the Collateral that may be perfected by filing a financing statement.
(c)    Other than the security interest granted to the Administrative Agent pursuant to the Collateral Documents and the security interest granted to Original Lenders pursuant to the Pre-Existing Indebtedness (which will be released or assigned to the Administrative Agent on or prior to the Closing Date), no Loan Party has pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except to the extent expressly permitted by the terms hereof. No Loan Party has authorized the filing of and is not aware of any financing statements against any Loan Party that include a description of the Collateral other than any financing statement relating to the security interest granted to the Administrative Agent or Borrower, as applicable, pursuant to the Collateral Documents or that has been terminated.
(d)    No instrument or document that constitutes or evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent or Borrower, respectively, other than with respect to prior conveyances and Liens that have been released as of the Closing Date.
(e)    The grant of the security interest in the Collateral by Borrower and Equity Owner to the Administrative Agent pursuant to Borrower Security Agreement and the Equity Owner Security Agreement is in the ordinary course of business for such Loan Party and is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.     
(f)    The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule IV. Except as otherwise disclosed to the Administrative Agent in writing, each Loan Party’s legal name is as set forth in this Agreement, and no Loan Party has changed its name since its formation. Except as otherwise listed on Schedule IV, no Loan Party has any trade names,

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fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and Delaware organizational identification number is set forth on Schedule IV.
3.1.26    2016-1 Loan.
The holder(s) of the 2016-1 Loan have received, on or prior to the Closing Date, the full amount due and owing under the 2016-1 Loan Agreement. In connection therewith, the original promissory note evidencing the 2016-1 Loan and the original recorded mortgages for the Properties securing such note have been assigned to the Administrative Agent for purposes of amending and restating. No Loan Party has any contingent or actual obligations relating to the Previously-Owned Properties or the Pre-Existing Indebtedness, other than any obligations that survive the termination of the 2016-1 Loan Agreement by the express terms of the 2016-1 Loan Agreement.
Section 3.2    Property Representations. Borrower represents and warrants to the Administrative Agent and the Lenders with respect to each Property as follows:
3.2.1    Property/Title.
(a)    Borrower has good and marketable fee simple legal and equitable title to the real property comprising such Property, subject to Permitted Liens. In the case of any Property, the Mortgage Documents, when properly recorded and/or filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in such Property, subject only to the Permitted Liens, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Liens. The Permitted Liens with respect to such Property, in the aggregate, do not have an Individual Material Adverse Effect on such Property.
(b)    All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of such Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Mortgage Documents, if any, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of such Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the Title Insurance Owner’s Policy for such Property (or to the extent Mortgage Documents have been recorded for such Property, the Title Insurance Policy for such Property).
(c)    Such Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property.
3.2.2    Adverse Claims. Borrower’s ownership of such Property is free and clear of any Liens other than Permitted Liens.
3.2.3    Title Insurance Owner’s Policy. Borrower has delivered to Administrative Agent either (i) an existing Title Insurance Owner’s Policy insuring fee simple ownership of such Property by Borrower in an amount equal to or greater than the initial Allocated Loan Amount of such Property, issued by a title insurance company reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) with no title exceptions other than Permitted Liens or (ii) a marked or initialed binding commitment that is effective as a Title Insurance Owner’s Policy in respect of such Property in an amount

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equal to or greater than the initial Allocated Loan Amount of the Property, issued by a title insurance company reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) with no title exceptions other than Permitted Liens, which commitment shall be accompanied by such other affidavits, transfer declarations and other documents as are necessary for the recordation of the deed for such Property and issuance of such Title Insurance Owner’s Policy.
3.2.4    Deed. Borrower has delivered (or posted on the Property Files Website) or shall within ninety (90) days following the Closing Date deliver to Administrative Agent (or post on the Property Files Website) a copy of a deed for such Property conveying such Property to Borrower, with vesting in the actual name of Borrower, and Borrower hereby certifies that such Property’s deed has been recorded in the applicable jurisdiction, with all fees, premiums and deed stamps and other transfer taxes paid.
3.2.5    Property File Required Documents. The Property File and Underwriting Package for such Property has been posted to the Property Files Website, and there is no Deficiency with respect to such Property File; provided, that, Borrower shall have ninety (90) days following the Closing Date of the related Property to provide recorded mortgages or deeds of trust or assignments of such mortgages or deeds of trust, as applicable and the related Title Insurance Policy. As of the Closing Date, the Property File and the Broker Price Opinion for such Property have been reviewed by the Diligence Agent.
3.2.6    Property Taxes and Other Charges. There are no delinquent Property Taxes or Other Charges outstanding with respect to such Property, other than Property Taxes or Other Charges that may exist in accordance with Section 4.4.5. As of the Closing Date, there are no pending or, to Borrower’s or the Manager’s knowledge, proposed, special or other assessments for homeowner’s association improvements affecting such Property that would reasonably be expected to have an Individual Material Adverse Effect with respect to such Property.
3.2.7    Compliance with Renovation Standards. At the commencement of the related Lease, such Property satisfied the Renovation Standards and all renovations thereto have been conducted in accordance with applicable Legal Requirements, in all material respects.
3.2.8    Condemnation; Physical Condition. Such Property has not been condemned in whole or in part. No proceeding is pending or, to the knowledge of the Manager or Borrower, threatened in writing for the condemnation of such Property. If the Property is subject to a Lease or is an Unleased Property previously subject to a Lease, at the commencement of the related Lease, such Property was (and to Borrower’s knowledge continues to be) in a good, safe and habitable condition and repair, and free of and clear of any damage or waste that has an Individual Material Adverse Effect on such Property. At the commencement of the related Lease, such Property was (and to Borrower’s knowledge continues to be) in a good, safe and habitable condition and repair, and free of and clear of any damage or waste that has an Individual Material Adverse Effect on such Property.
3.2.9    Brokers. There is no commission or other compensation payable to any broker or finder in connection with the purchase of such Property by Borrower or any Affiliate of Borrower that has not been paid.
3.2.10    Leasing. As of the applicable Property Cut-Off Date, unless such Property is an Unleased Property, or, in case of any Substitute Property, as of the date such Property becomes a Substitute Property, the Property was leased by Borrower (or, in each case, an Affiliate thereof) to an Eligible Tenant pursuant to an Eligible Lease and such Lease was in full force and effect and was not in default in any material respect. If, as of the applicable Property Cut-Off Date, such Property is an Unleased Property,

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such Property was previously leased by an Affiliate of Borrower to an Eligible Tenant pursuant to an Eligible Lease. No Person (other than Borrower) has any possessory interest in the Property or right to occupy the same except any Tenant under and pursuant to the provisions of the applicable Lease and any Person claiming rights through any such Tenant. With respect to each Property that is then subject to a Lease, the copy of the Lease for such Property included in the Property File is true and complete in all material respects. Except as set forth on Schedule III, as of the Closing Date, no Rent (including security deposits) has been paid more than thirty (30) days in advance of its due date and all amounts set forth on such Schedule III have been delivered to the Advance Rent Subaccount on or before the Closing Date. As of the Closing Date, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to the relevant Tenant has already been provided to such Tenant.
3.2.11    Insurance. Such Property is covered by property, casualty, liability, business interruption, windstorm, flood, earthquake and other applicable insurance policies as and to the extent, and in compliance with the applicable requirements of Section 5.1.1 and neither Borrower nor the Manager has taken (or omitted to take) any action that would impair or invalidate the coverage provided by any such policies. As of the Closing Date, no claims have been made that are currently pending, outstanding or otherwise remain unsatisfied under any such policies and would reasonably be expected to have an Individual Material Adverse Effect with respect to such Property.
3.2.12    Lawsuits, Etc.. As of the Closing Date, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity pending or to the actual knowledge of Borrower, the Manager, threatened in writing against or affecting such Property, which actions, suits or proceedings would reasonably be expected to have an Individual Material Adverse Effect on such Property.
3.2.13    Orders, Injunctions, Etc.. There are no orders, injunctions, decrees or judgments outstanding with respect to such Property that would reasonably be expected to have an Individual Material Adverse Effect on such Property.
3.2.14    Agreements Relating to the Properties. Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have an Individual Material Adverse Effect on such Property. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which such Property is bound. Except for the Management Agreement, Borrower does not have a material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument by which such Property is bound, other than obligations under the Loan Documents. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Lien with respect to such Property. Neither such Property nor any part thereof is subject to any purchase options, rights of first refusal, rights of first offer or other similar rights in favor of any Tenant or other third parties.
3.2.15    Accuracy of Information Regarding Property. All information with respect to such Property included in the Properties Schedule is true and accurate in all material respects. Such Property is not part of a housing cooperative, nor is such Property manufactured housing or a duplex.
3.2.16    Compliance with Legal Requirements. Such Property (including the leasing, operation and intended use thereof) complies with all applicable Legal Requirements, including, without

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limitation, building and zoning ordinances and codes and all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal leasing, use, occupancy, habitability and operation of such Property, except as would not reasonably be expected to have an Individual Material Adverse Effect with respect to such Property. There is no consent, approval, permit, license, order or authorization of, and no filing with or notice to, any court or Governmental Authority related to the operation, use or leasing of such Property that has not been obtained, except as would not reasonably be expected to have an Individual Material Adverse Effect with respect to such Property. There has not been committed by Borrower or by any other Person in occupancy of or involved with the operation, use or leasing of the Property any act or omission affording any Governmental Authority the right of forfeiture as against such Property or any part thereof.
3.2.17    Utilities and Public Access. Such Property has rights of access to public ways and is served by water, sewer or septic system, and storm drain facilities adequate to service such Property for its intended uses and all public utilities necessary or convenient to the full use and enjoyment of such Property are located either in the public right-of-way abutting such Property (which are connected so as to serve such Property without passing over other property) or in recorded easements serving such Property and such easements are set forth in and insured by the applicable Title Insurance Owner’s Policy, and all roads necessary for the use of such Property for its intended purposes have been completed and dedicated to public use and accepted by all Governmental Authorities, except as would not reasonably be expected to have an Individual Material Adverse Effect with respect to such Property.
3.2.18    Eminent Domain. As of the Closing Date, there is no proceeding pending or, to Borrower’s or the Manager’s knowledge, threatened in writing, for the total or partial Condemnation of such Property or for the relocation of roadways resulting in a failure of access to such Property on public roads.
3.2.19    Flood Zone. Such Property is not located in an area identified by the Federal Emergency Management Agency as a special flood hazard area, or, if so located the flood insurance required pursuant to Section 5.1.1(a) is in full force and effect with respect to such Property.
3.2.20    Specified Liens. Except as set forth on Schedule V, such Property is not subject to any Specified Lien (it being understood that the foregoing representation and warranty shall be made only from and after the six-month anniversary of the Closing Date).
Section 3.3    Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Article III and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by the Administrative Agent and the Lenders notwithstanding any investigation heretofore or hereafter made by the Administrative Agent or the Lenders or on any of the foregoing’s behalf.
ARTICLE IV    BORROWER COVENANTS
Section 4.1    Affirmative Covenants. Borrower hereby covenants and agrees with Administrative Agent and each Lender as follows:

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4.1.1    Preservation of Existence. Borrower shall and shall cause each other Loan Party to (i) observe all procedures required by its organizational documents and preserve and maintain its limited liability company, existence, rights, franchises and privileges in the jurisdiction of its organization, and (ii) qualify and remain qualified in good standing (where relevant) as a foreign limited liability company in each other jurisdiction where the nature of its business requires such qualification and to the extent such concept exists in such jurisdiction except where, in the case of clause (ii), the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; provided, that, in the States of Kansas, Tennessee and Texas, the Borrower shall become qualified in good standing as a foreign limited liability company within fifteen (15) days following the Closing Date and shall deliver to Administrative Agent and Lenders a certificate of good standing from the States of Kansas, Tennessee and Texas accompanied by an Officer’s Certificate of Borrower in such fifteen-day time period.
4.1.2    Compliance with Legal Requirements. Except with respect to the Properties and the use thereof (which is subject to Section 4.4.4), Borrower shall and shall cause each other Loan Party to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its rights, licenses and permits and to comply with all Legal Requirements applicable to it, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. A Loan Party, at such Loan Party’s expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to a Loan Party or any alleged violation of any Legal Requirement; provided, that (i) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which a Loan Party is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable Legal Requirements, (ii) no Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (iii) such Loan Party shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
4.1.3    Special Purpose Bankruptcy Remote Entity/Separateness.
(a)    Borrower shall and shall cause each other Loan Party to be and continue to be a Special Purpose Entity.
(b)    Borrower shall and shall cause each other Loan Party to comply in all material respects with all of the stated facts and assumptions made with respect to the Loan Parties in each Insolvency Opinion and each Additional Insolvency Opinion. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in any Insolvency Opinion or Additional Insolvency Opinion will comply in all material respects with all of the assumptions made and facts stated with respect to it in such Insolvency Opinion or Additional Insolvency Opinion.
4.1.4    Non-Property Taxes. Borrower shall and shall cause each other Loan Party to file, cause to be filed or obtain an extension of the time to file, all Tax returns for Non-Property Taxes and reports required by law to be filed by it and to promptly pay or cause to be paid all material Non-Property Taxes now or hereafter levied, assessed or imposed on it as the same become due and payable; provided, that, after prior written notice to the Administrative Agent of its intention to contest any such Non-Property Taxes, such Loan Party may contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity of any such Non-Property Taxes and, in such event, may

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permit the Non-Property Taxes so contested to remain unpaid during any period, including appeals, when a Loan Party is in good faith contesting the same so long as (i) no Event of Default has occurred and remains uncured, (ii) the applicable Loan Party has set aside on its books adequate reserves in accordance with GAAP, and the non-payment or non-discharge of such Non-Property Taxes would not reasonably be expected to have a Material Adverse Effect and (iii) to the extent such Non-Property Taxes (when aggregated with all other Taxes that any Loan Party is then contesting under this Section 4.1.4 or Section 4.4.5 and for which Borrower has not delivered to Administrative Agent any Contest Security) exceed $1,000,000, Borrower shall deliver to the Administrative Agent either (A) cash, or other security as may be approved by the Administrative Agent, in an amount sufficient to insure the payment of any such Non-Property Taxes, together with all interest and penalties thereon or (B) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Administrative Agent (on behalf of the Secured Parties) in its reasonable discretion. Notwithstanding the foregoing, Borrower shall and shall cause each other Loan Party to pay any contested Non-Property Taxes (or, if cash or other security has been provided, the Administrative Agent may pay over any such cash or other security held by the Administrative Agent to the claimant entitled thereto) if, in the Administrative Agent’s reasonable judgment, any Property or other Collateral (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Collateral Document being primed by any related Lien.
4.1.5    Access to the Properties. Subject to the rights of Tenants, Borrower shall, at Borrower’s expense (to the extent required by Section 4.1.26), permit agents, representatives and employees of the Administrative Agent to inspect the Properties or any part thereof (but not to conduct an appraisal or other Broker Price Opinion) at reasonable hours upon reasonable advance notice, provided that, unless an Event of Default has occurred and is continuing, such inspection shall be limited to ten percent (by number) of the Properties and shall not occur more frequently than annually; provided, further, if a Property is occupied at the time of inspection, such inspection shall be restricted to an observation of the exterior condition of the Property and a street photo of the Property.
4.1.6    Cooperate in Legal Proceedings. Borrower shall cooperate reasonably with the Administrative Agent with respect to any proceedings before any court, board or other Governmental Authority which is reasonably likely to affect the rights of the Administrative Agent or the Lenders hereunder or any rights obtained by the Administrative Agent or the Lenders under any of the other Loan Documents and, in connection therewith, permit the Administrative Agent, at its election by written notice, to participate in any such proceedings.
4.1.7    Perform Loan Documents. Borrower shall and shall cause each other Loan Party to, in a timely manner, observe, perform and satisfy all the terms, provisions, covenants and conditions of the Loan Documents executed and delivered by, or applicable to, the Loan Party, and shall pay when due all costs, fees and expenses of the Administrative Agent, the Servicing Agents and the Lenders, to the extent required under the Loan Documents executed and delivered by, or applicable to, the Loan Party.
4.1.8    Award and Insurance Benefits. Borrower shall cooperate with the Administrative Agent, in accordance with the relevant provisions of this Agreement, to enable the Administrative Agent and the Lenders to receive the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Property, and the Administrative Agent shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the payment by the Loan Parties of the reasonable expense of an appraisal on behalf of the

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Administrative Agent in case of Casualty or Condemnation affecting any Property or any part thereof) out of such Insurance Proceeds.
4.1.9    Further Assurances. Borrower shall and shall cause Equity Owner and Borrower TRS to, at the Loan Parties’ sole cost and expense take all necessary action to assure, convey, assign, transfer and confirm unto the Administrative Agent and rights conveyed by this Agreement or for carrying out the intention or facilitating the performance of the terms of this Agreement, establish and maintain, in favor of the Administrative Agent a valid and perfected first priority security interest in all Collateral to the full extent contemplated herein, free and clear of any Liens other than Permitted Liens (including the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s security interest in the Collateral). Borrower shall and shall cause each other Loan Party to, at the Loan Parties’ sole cost and expense execute any and all further documents, financing statements, agreements, affirmations, waivers and instruments, and take all such further actions (including the filing and recording of financing statements) that may be required under any applicable Legal Requirement, or that the Administrative Agent reasonably deems necessary or advisable, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created hereby or by the other Collateral Documents or the enforceability of any guaranty or other Loan Document. If Borrower fails to comply with the terms of this Section 4.1.9, the Administrative Agent may, at Borrower’s expense, perform Borrower’s obligations for and in the name of Borrower, and Borrower hereby irrevocably appoints the Administrative Agent its attorney-in-fact, coupled with an interest, to do so.
4.1.10    Keeping of Books and Records. Borrower shall keep and maintain or shall cause to be kept and maintained on a calendar year basis, in accordance with the requirements for a Special Purpose Entity set forth herein and GAAP (or such other accounting basis acceptable to Administrative Agent (on behalf of the Secured Parties)), proper and accurate books, records and accounts reflecting all of the financial affairs of the Loan Parties and all items of income and expense in connection with the operation on an individual basis of each Property. The Administrative Agent shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as the Administrative Agent shall desire. After the occurrence of an Event of Default, Borrower shall pay any reasonable documented costs and expenses reasonably incurred by the Administrative Agent to examine each Loan Parties’ accounting records with respect to the Properties, as the Administrative Agent shall reasonably determine to be necessary or appropriate in the protection of the Administrative Agent’s and the Lenders’ interest.
4.1.11    Business and Operations. Borrower shall directly or through the Manager or subcontractors of such Manager (including any sub-managers but, in any event, subject to Section 4.2.1), continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, sale, management, leasing and operation of the Properties. Borrower shall qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. Borrower or Borrower TRS, as applicable, shall at all times during the Term, continue to own or lease all equipment, fixtures and personal property which are necessary to operate its Properties.
4.1.12    True and Complete Disclosure. All written information furnished after the date hereof by or on behalf of each of the Relevant Parties to the Administrative Agent, the Servicing Agents or the Lenders in connection with the negotiation, preparation or delivery of this Agreement or the other

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Loan Documents, or included herein or therein or delivered pursuant hereto or thereto, including all information about the Properties (but excluding any information described in Section 3.1.11), when taken as a whole, as of the date furnished, will not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.
4.1.13    Loan Proceeds. Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.5.
4.1.14    Property Files. Borrower shall post all Property Files to the Property Files Website.
4.1.15    Leasing Matters.
Borrower shall (i) observe and perform the obligations imposed upon it under the Leases for the Properties in a commercially reasonable manner; and (ii) enforce the terms, covenants and conditions contained in such Leases upon the part of the Tenant thereunder to be observed or performed in a commercially reasonable manner except in each case to the extent that the failure to do so would not reasonably be expected to have an Individual Material Adverse Effect with respect to a Property.
4.1.16    Borrower’s Operating Account. Borrower shall establish and maintain an account (the “Borrower’s Operating Account”) at a bank selected by Borrower. Borrower may also establish and maintain subaccounts of Borrower’s Operating Account (which may be ledger or book entry accounts and not actual accounts).
4.1.17    Security Deposits.
(a)    All security deposits of Tenants, whether held in cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and maintained by Borrower or the Manager at a local bank which shall be an Eligible Institution, held in compliance in all material respects with all Legal Requirements and identified by written notice to the Administrative Agent, and shall not be commingled with any other funds of Borrower or the Manager. Borrower shall cause all security deposits received by Borrower or the Manager of any security deposit after the Closing Date to be deposited into a Security Deposit Account, the Cash Management Account or a Rent Deposit Account within three (3) Business Days of receipt and identification. Borrower shall or cause the Manager to, no less frequently than once each month, transfer into a Security Deposit Account any security deposits previously received and deposited into the Cash Management Account or a Rent Deposit Account. The security deposits shall be disbursed by Borrower or the Manager, as applicable, in accordance with the terms of the applicable Leases and all Legal Requirements. In the event the Tenant under any Lease defaults such that the applicable security deposit may be drawn upon on account of such default, the proceeds of such draw shall constitute Collections and Borrower shall, or shall cause the Manager to, promptly (but in any event, within three (3) Business Days), deposit the proceeds thereof into a Rent Deposit Account or the Cash Management Account.
(b)    Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under applicable Legal Requirements (i) shall, subject to the applicable Lease and Legal Requirements, be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as above described, (ii) shall be issued by an institution reasonably satisfactory to the Administrative Agent, (iii) shall, if permitted pursuant to Legal Requirements, name the Administrative Agent as payee or mortgagee thereunder (or at the Administrative Agent’s option, be fully assignable to the Administrative Agent), and (iv) shall in all respects comply with applicable Legal Requirements.  Borrower

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shall, upon request, provide the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent of Borrower’s compliance with the foregoing.
(c)    Upon the Administrative Agent’s written request during an Event of Default, Borrower shall deliver (or cause to be delivered) all security deposits to the Administrative Agent for safe-keeping, and not for application against the Debt.  Upon a foreclosure of any Property or transfer in lieu thereof, Borrower shall deliver to the Administrative Agent or to an account designed by the Administrative Agent the security deposits applicable to such Property for safe-keeping and not for application to the Debt.
4.1.18    Investment of Funds in Cash Management Account, Subaccounts; Rent Deposit Accounts and Security Deposit Accounts. Borrower shall have the right to direct the Cash Management Account Bank (directly or indirectly through the Paying Agent) to invest sums on deposit in the Cash Management Account and the Subaccounts in Permitted Investments. Absent written direction from Borrower or the Paying Agent (on behalf of Borrower), funds on deposit in the Cash Management Account and the Subaccounts shall remain uninvested. The Cash Management Account shall be assigned the federal tax identification number of Borrower. Sums on deposit in the Rent Deposit Accounts shall not be invested in Permitted Investments and shall be held solely in cash. Subject to any requirements of applicable law, sums on deposit in a Security Deposit Account may be invested in Permitted Investments and Borrower shall have the right to direct the applicable Security Deposit Bank to invest sums on deposit in such Security Deposit Account in Permitted Investments. The amount of funds received upon a liquidation of a Permitted Investment in the Cash Management Account or a Subaccount shall be deposited into the Cash Management Account or the applicable Subaccount by Borrower no later than one (1) Business Day following such liquidation. Borrower shall pay any federal, state or local income or other tax applicable to income earned from Permitted Investments.
4.1.19    Operation of Property.
(a)    Borrower shall (i) cause the Manager to manage the Properties in accordance with the Management Agreement, (ii) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (iii) promptly notify the Administrative Agent of any material default under the Management Agreement of which it is aware; provided that no such notice is required pursuant to this clause (iii) if (A) the loss or damage from such default (to the extent not cured by the Manager) under the Management Agreement does not exceed $50,000 in the aggregate as of any date of determination and (B) Borrower determines, in good faith, that such default will not adversely affect the management of any of the Properties or the interests of the Administrative Agent or the Lenders in such Properties, and (iv) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the Manager under the Management Agreement in a commercially reasonable manner. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting the Administrative Agent’s or any Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, the Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. In no event shall the management fee payable to the Manager for any calendar month exceed the Management Fee Cap for such calendar month and in no event shall Borrower pay or become obligated to pay to the Manager, any transition or termination costs or expenses, termination fees, or their equivalent in connection with the Transfer of a Property or the termination of the Management Agreement. For the avoidance of doubt, for purposes of this Agreement, management fees shall not be

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deemed to include leasing commissions and reimbursements of expenses paid to the Manager in the ordinary course of Borrower’s business.
(b)    If any one or more of the following events occurs: (i) the continuance of an Event of Default, (ii) if the Manager shall be in material default under the Management Agreement beyond any applicable notice and cure period (including as a result of any gross negligence, fraud, willful misconduct or misappropriation of funds) or (iii) if the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then the Administrative Agent shall, with the consent of the Majority Lenders, have the right to require Borrower to replace the Manager and enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that, if an Event of Default is continuing, is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by the Administrative Agent. If Borrower fails to select a new Qualified Manager or a replacement manager that satisfies the conditions described in the foregoing clause (y) and enter into a Replacement Management Agreement with such Person within sixty (60) days of Administrative Agent’s demand to replace the Manager, then Administrative Agent may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in proviso of the foregoing clause (y).
(c)    The Borrower shall use commercially reasonable efforts to transfer property management with respect to all of the Properties from Main Street Renewal LLC to HavenBrook Homes, LLC by June 1, 2019.
4.1.20    Anti-Money Laundering. Borrower shall comply and shall cause each other Loan Party to comply in all material respects (i) with all applicable anti-money laundering laws and regulations to the extent applicable, including without limitation, the Patriot Act (collectively, the “Anti-Money Laundering Laws”) and (ii) with all Sanctions and (iii) with all anti-corruption laws.
4.1.21    OFAC. Borrower shall (i) prior to entering into a Lease with a Tenant, confirm that such Tenant is not a Person (A) that is listed in the Annex to, or is otherwise subject to the provisions of Presidential Executive Order No. 13224 (Sept. 23, 2001) or (B) whose name appears on OFAC’s most current list of “Specially Designated Nationals and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/downloads/t11sdn.pdf) and (ii) not enter into a Lease with a Tenant that is listed on either of the lists described in clause (i) hereof.
4.1.22    [Reserved].
4.1.23    Borrower TRS.
(a)    Borrower shall cause Borrower TRS to execute and deliver to the Administrative Agent prior to contributing any Properties or other Collateral to Borrower TRS any agreements, instruments, approvals, legal opinions or other documents as are reasonably requested by the Administrative Agent in order to create, perfect or establish the first priority of (subject to Permitted Liens) any Lien purported to be covered by any such Collateral Documents or otherwise to effect the intent that all property and assets of Borrower TRS shall become Collateral for the Obligations; provided, that for the avoidance of doubt, the Lien of the Mortgage (if any) encumbering any Property contributed to Borrower TRS shall not be released at such time and no new Mortgage shall be executed with respect to or recorded against any Property contributed to Borrower TRS by Borrower;

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(b)    Prior to contributing a Property to Borrower TRS, Borrower shall cause Borrower TRS to execute and deliver to the Administrative Agent an assumption of the Mortgage, if applicable related to such Property, in form and substance reasonably acceptable to Administrative Agent (on behalf of the Secured Parties) and Borrower.
4.1.24    Updated BPO Values. During June and December of each calendar year, commencing in June 2019, the Administrative Agent (or, Borrower, on the Administrative Agent’s behalf) shall, at Borrower’s expense, obtain updated Broker Price Opinions with respect to a random sample of 5% (by number) of the Eligible Properties. If such random sample shows, on a weighted average basis for the sampled Eligible Properties, that the LTV Ratio for the sampled Properties using such updated Broker Price Opinions is greater than 80%, then the Administrative Agent (or Borrower, on the Administrative Agent’s behalf) shall, at Borrower’s expense, obtain additional updated Broker Price Opinions with respect to an additional random sample of another 30% (by number) of the Eligible Properties. If such sample shows, on a weighted average basis for all of the sampled Eligible Properties, that the LTV Ratio for all such sampled Properties using such updated Broker Price Opinions minus the LTV Ratio of such Properties as of the Closing Date exceeds 80%, then the Administrative Agent (or, Borrower, on the Administrative Agent’s behalf) shall, at Borrower’s expense, obtain additional updated Broker Price Opinions with respect to all of the Eligible Properties. Such updated Broker Price Opinions shall, on conclusion of the foregoing process, be used as the basis for future calculations of the BPO Value of the sampled Properties. Each Broker Price Opinion obtained in accordance with this Section 4.1.24 shall be an exterior Broker Price Opinion unless the related Property is vacant, in which case such Broker Price Opinion shall be an interior Broker Price Opinion.
4.1.25    Updated Lien Searches. On the third annual anniversary of the Closing Date, the Administrative Agent will select 20% of the Properties (by number) and conduct a lien search (“Lien Bringdown Diligence”). If in the aggregate value of the Liens encumbering the Properties is greater than 0.25% of the aggregate Allocated Loan Amounts of such Properties, a lien search for 100% of the Properties shall be ordered and such Liens (if any) shall be cured within ninety (90) days of the Administrative Agent’s notification to Borrower (“Required Lien Cure”). For the avoidance of doubt, any Liens discovered in connection with the Lien Bringdown Diligence shall be cured within ninety (90) days of such diligence date.
4.1.26    Costs and Expenses. Except as otherwise expressly set forth herein or in any of the other Loan Documents, Borrower shall pay or, if Borrower fails to pay, reimburse the Administrative Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and the Custodian upon receipt of notice therefrom, for all reasonable documented costs and expenses (including reasonable attorneys’ fees of external counsel and disbursements) incurred by the Administrative Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and the Custodian in connection with (i) the Relevant Parties’ ongoing performance of and compliance with their respective agreements and covenants contained in this Agreement and the other Loan Documents on their part to be performed or complied with after the Closing Date, including confirming compliance with environmental and insurance requirements (except to the extent expressly set forth in this Agreement); (ii) the Administrative Agent’s, the Collateral Agent’s, the Calculation Agent’s, the Paying Agent’s, the Diligence Agent’s, and the Custodian’s ongoing performance of and compliance with all agreements and covenants (in the case of Borrower, as Borrower hereunder and under the other Loan Documents) contained in this Agreement, the other Loan Documents on its part to be performed or complied with after the Closing Date (except to the extent expressly set forth in this Agreement); (iii) the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement, the other Loan Documents and any other documents or matters requested by any Relevant Party; (iv) filing and recording of any Loan Documents;

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(v) subject to the limitations thereon set forth in the other provisions of this Agreement, title insurance, inspections and Broker Price Opinions; (vi) the creation, perfection or protection of Administrative Agent’s Liens in the Collateral (including reasonable documented fees and expenses for title and lien searches, intangibles taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, legal fees of outside counsel to any Relevant Party, accounting firm fees, environmental reports (to the extent required under the Loan Documents) and the Diligence Agent); (vii) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting any Relevant Party, the Loan Documents, any Property, or any other security given for the Loan; and (ix) enforcing any Obligations of or collecting any payments due from any Relevant Party under this Agreement, the other Loan Documents or with respect to any Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings. Borrower shall be responsible for the payment of all reasonable documented costs and expenses incurred by the Lenders pursuant to clause (ix) above; provided that Borrower shall not be liable for the expenses of more than one counsel for the Lenders and the Administrative Agent as a whole unless a Lender shall have reasonably demonstrated that there may be legal defenses available to it that are different from or additional to those available to the Administrative Agent and the other Lenders and Borrower shall in no event be liable for the expenses of more than two counsel in the event that a Lender has made such demonstration; provided, further, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, bad faith or willful misconduct of the Administrative Agent, the Calculation Agent, the Paying Agent, the Diligence Agent, any Lender or the Custodian; provided, further, that this Section 4.1.26 shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.
Any costs and expenses due and payable by Borrower hereunder which are not paid by Borrower within ten (10) days after written demand (which may be in the form of an invoice) is received by Borrower may be paid from any amounts in the Cash Management Account, with written notice thereof to Borrower. The obligations and liabilities of Borrower under this Section 4.1.26 shall (i) become part of the Obligations, (ii) be secured by the Loan Documents and (iii) survive the Term and the exercise by the Administrative Agent or any Secured Party of any of its rights or remedies under the Loan Documents.
4.1.27    Property Files Website. Borrower shall maintain the Property Files Website and shall update each Property File (including the Lease) posted thereon until the Debt has been paid in full.
4.1.28    Delivery of Counterparty Opinion. Borrower shall within ten (10) calendar days of the Closing Date deliver to the Administrative Agent and each Lender the Counterparty Opinion from SMBC Capital Markets, Inc. in form and substance and from counsel satisfactory to Administrative Agent.
Section 4.2    Negative Covenants. Borrower covenants and agrees with Administrative Agent and each Lender as follows:
4.2.1    Operation of Property.
(a)    Borrower shall not (i) surrender, terminate, cancel, renew or extend the Management Agreement, provided, that Borrower may, without the Administrative Agent’s consent, (x) replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, (y) renew and extend the Management Agreement pursuant to the terms thereof or (z) terminate

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the Management Agreement in connection with the internalization of the operations of the Manager, (ii) enter into any other agreement relating to the management or operation of a Property with the Manager or any other Person, provided, that Borrower may permit the Manager to enter into sub-management agreements with sub-managers to perform all or any portion of the services by the Manager so long as (A) the fees and charges payable under any such sub-management agreements shall be the sole responsibility of the Manager, (B) Borrower shall have no liabilities or obligations under any such sub-management agreements and (C) any such sub-management agreements will be terminable without penalty upon the termination of the Management Agreement, (iii) consent to the assignment by the Manager of its interest under the Management Agreement, or (iv) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of the Administrative Agent, which consent shall not be unreasonably withheld. If at any time the Administrative Agent consents to the appointment of a new property manager or a Qualified Manager is appointed, such new property manager (including a Qualified Manager) shall execute a Replacement Management Agreement. For the avoidance of doubt, for purposes of subclause (C) above, payments for services provided during the termination notice period of a sub-management agreement shall not constitute a termination penalty.
4.2.2    Indebtedness. Borrower shall not, and shall cause Borrower TRS not to, create, incur, assume or suffer to exist any Indebtedness other than (i) the Obligations, and (ii) unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Properties, which in the case of such unsecured trade payables (A) are not evidenced by a note, (B) do not exceed a maximum aggregate amount of three percent (3%) of the original principal amount of the Loan and (C) are paid within sixty (60) days of the date incurred (collectively, “Permitted Indebtedness”). Borrower shall cause Equity Owner not to create, incur, assume or suffer to exist any Indebtedness other than Indebtedness incurred under the Equity Owner Guaranty and the other Loan Documents to which Equity Owner is a party and unsecured trade payables incurred in the ordinary course of business related to the ownership of membership interest in Borrower and that (A) are not evidenced by a note, (B) do not exceed, at any time, $25,000 and (C) are paid within sixty (60) days of the date incurred (collectively, the “Equity Owner’s Permitted Indebtedness”). For the purposes of this Section 4.2.2, Property Taxes and Other Charges are not Indebtedness.
4.2.3    Liens. Borrower shall not and shall cause each other Loan Party not to create or suffer to exist any Liens upon or with respect to, any Collateral (in each case, other than any Property) except for Permitted Liens.
4.2.4    Limitation on Investments. Borrower shall not and shall cause each other Loan Party not to make or suffer to exist any loans or advances to, or extend any credit to, purchase any property or asset or make any investment (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except (i) in the case of Borrower, for acquisition of the Properties and related Collateral, creation of Borrower TRS and contribution of Properties to Borrower TRS and Permitted Investments, (ii) in the case of Borrower TRS, for the acquisition of Properties and related Collateral and Permitted Investments, and (iii) in the case of Equity Owner, capital contributions to Borrower.
4.2.5    Limitation on Issuance of Equity Interests. Borrower shall not and shall cause each other Loan Party not to issue or sell or enter into any agreement or arrangement for the issuance and sale of any Equity Interests of any Loan Party.

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4.2.6    Restricted Junior Payments. Borrower shall not make any Restricted Junior Payment; provided, that Borrower may make Restricted Junior Payments so long as (i) no Event of Default shall then exist or would result therefrom, (ii) such Restricted Junior Payments have been approved by all necessary action on the part of Borrower and in compliance with all applicable laws and (iii) such Restricted Junior Payments are paid from Unrestricted Cash.
4.2.7    Principal Place of Business, State of Organization. Borrower shall not and shall cause each other Loan Party not to change its name, jurisdiction of formation or Borrower’s or such other Loan Party’s limited liability company structure unless Borrower shall have first notified the Administrative Agent in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by the Administrative Agent for the purpose of perfecting or protecting the lien and security interests of the Administrative Agent pursuant to this Agreement, and the other Loan Documents and, in the case of a change in such Loan Party’s structure, without first obtaining the prior written consent of the Administrative Agent. Upon the Administrative Agent’s request, Borrower shall and shall cause each other Loan Party to, at Borrower’s sole cost and expense, execute and deliver additional security agreements and other instruments which may be necessary to effectively evidence or perfect the Administrative Agent’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Each Loan Party’s principal place of business and chief executive office has been for the preceding four months (or, if less, the entire period of its existence) and will continue to be the address of Borrower set forth in Section 9.6 (unless Borrower notifies the Administrative Agent in writing at least thirty (30) days prior to the date of such change). Each Loan Party shall keep its books and records, including recorded data of any kind or nature, including software, writings, plans, specifications and schematics, at its chief executive office (in each case other than obsolete or duplicate files sent for offsite storage or books and records held by the Manager in accordance with the Management Agreement (or sub-management agreement).
4.2.8    Dissolution. Borrower shall not and shall cause each other Loan Party not to (i) engage in any dissolution, liquidation, division or consolidation or merger with or into any other business entity, (ii) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of any Loan Party except to the extent permitted by the Loan Documents or (iii) terminate its organizational documents or its qualification and good standing in any jurisdiction, except to the extent permitted by Section 4.2.7.
4.2.9    Change In Business. Borrower shall not and shall cause each other Loan Party not to enter into any line of business other than as described in clause (i) of the definition of Special Purpose Entity, or make any material change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business.
4.2.10    Debt Cancellation. Borrower shall not and shall cause Borrower TRS not to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to such Loan Party by any Person, except for adequate consideration and in the ordinary course of such Loan Party’s business.
4.2.11    Changes to Accounts. Borrower shall not and shall cause Borrower TRS not to, without the prior written consent of the Administrative Agent, (i) open or permit to remain open any cash, securities or other account with any bank, custodian or institution into which Rents or other Collections or any security deposits are deposited other than the Cash Management Account, the Subaccounts, the Rent Deposit Accounts and the Security Deposit Accounts, (ii) change or permit to change any account number of any of the foregoing accounts without notice to and consent from the

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Administrative Agent, (iii) open or permit to remain open any sub-account of the Cash Management Account (except any Subaccount), the Rent Deposit Accounts, (iv) permit any funds of Persons other than Borrower or Borrower TRS to be deposited or held in any of the Cash Management Account, the Subaccounts or the Rent Deposit Accounts, or (v) permit any Collections or other proceeds of any Properties (other than, respect to any Property subject to a Like-Kind Exchange as a Relinquished Property, all amounts received by a Qualified Intermediary from, or on behalf of, the buyer of such Relinquished Property or otherwise by a Qualified Intermediary received in connection with the disposition of such Relinquished Property until such time, if any, as such Qualified Intermediary returns any such proceeds to Borrower) be deposited or held in any account other than the Cash Management Account, the Subaccounts or the Rent Deposit Accounts, other than cash that is distributed to Borrower pursuant to Section 2.6.3(n).
4.2.12    Zoning. Borrower shall not and shall cause Borrower TRS not to, initiate or consent to any zoning reclassification of any portion of any Property or seek any variance under any existing zoning ordinance that would reasonably be expected to have an Individual Material Adverse Effect on such Property or use or permit the use of any portion of any Property in any manner that would be reasonably expected to result in such use becoming a non‑conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior written consent of the Administrative Agent, not to be unreasonably withheld, conditioned or delayed.
4.2.13    No Joint Assessment. Borrower shall not and shall cause Borrower TRS not to suffer, permit or initiate the joint assessment of any Property (a) with any other real property constituting a tax lot separate from such Property, and (b) which constitutes real property with any portion of such Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of such Property.
4.2.14    Limitation on Transactions with Affiliates. Borrower shall not and shall cause each other Loan Party not to enter into, or be a party to any transaction with any Affiliate of the Loan Parties, except for: (i) the Loan Documents; (ii) capital contributions by (w) Sponsor or any other direct or indirect parent thereof to Equity Owner, (x) Equity Owner to Borrower, or (y) Borrower to Borrower TRS; (iii) Restricted Junior Payments which are in compliance with Section 4.2.6 and distributions from Borrower TRS to Borrower; (iv) the Management Agreement; (v) Transfers that are Permitted Transfers; (vi) transactions with a Borrower TRS in accordance with the terms of this Agreement and (vii) to the extent not otherwise prohibited under this Agreement, other transactions upon fair and reasonable terms materially no less favorable to the Loan Parties than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.
4.2.15    ERISA. None of the Loan Parties or, except as would not reasonably be expected to result in material liability to any Loan Party, their ERISA Affiliates shall establish or maintain a Plan or have an obligation to contribute to a Multiemployer Plan.
4.2.16    No Embargoed Persons. Borrower shall not