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LOAN AGREEMENT

Dated as of April 28, 2017

between

2017-1 IH BORROWER L.P. ,

as Borrower,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION ,

as Lender

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TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS; PRINCIPLES OF CONSTRUCTION    1

ARTICLE 2

THE LOAN    34

ARTICLE 3

REPRESENTATIONS AND WARRANTIES    51

ARTICLE 4

COVENANTS    62

ARTICLE 5

INSURANCE, CASUALTY AND CONDEMNATION    81

ARTICLE 6

CASH MANAGEMENT AND RESERVE FUNDS    92

ARTICLE 7

PERMITTED TRANSFERS    100

ARTICLE 8

DEFAULTS    104

ARTICLE 9

SECURITIZATION    108

ARTICLE 10

MISCELLANEOUS    113

Schedules and Exhibits

Schedules :

Schedule I.A.     -    Closing Date Properties Schedule

Schedule I.B.    -    Form of Quarterly Properties Schedule

Schedule I.C.     -    Form of Quarterly Investor Rollup Report

Schedule II    -    Organizational Chart

Schedule III     -    Exceptions to Representations and Warranties

Schedule IV    -    Definition of Special Purpose Bankruptcy Remote Entity

Schedule V    -     Allocated Loan Amount

Schedule VI    -    Qualified Title Insurance Companies

Schedule VII    -    Chief Executive Office, Prior Names and Employer Identification Number

Schedule VIII    -    Securities

Schedule IX    -    Midland Loan Services Asset Management Fees

Schedule X    -    IH Markets

Schedule XI    -    Vacant Properties

Schedule XII    -    Specified Liens

Schedule XIII     -    Security Deposit Accounts

Schedule XIV    -    Nevada HOA Schedule

Schedule XV    -    Applicable HOA Properties

Schedule XVI    -    Previously Owned Properties

Schedule XVII     -    Calculation of Yield Maintenance Premium

Exhibits :

Exhibit A    -     Form of Blocked Account Control Agreement

Exhibit B    -    Form of Property Account Control Agreement

Exhibit C    -    Form of Compliance Certificate

Exhibit D    -    Form of Tenant Direction Letter

Exhibit E-1    -    Form of Request for Release (Disqualified Properties)

Exhibit E-2    -    Form of Request for Release (Substitutions)

Exhibit E-3    -    Form of Request for Release (Transfers)

Exhibit E-4    -    Form of Request for Release (Special Releases)

Exhibit F    -    Forms of U.S. Tax Compliance Certificate

Exhibit G    -    Form of Closing Date GRC Certificate

Exhibit H    -    Form of Closing Date OSN Certificate

LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of April 28, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, having an address at 2010 Corporate Ridge, Suite 1000, McLean, Virginia 22102 (together with its successors and assigns, collectively, “ Lender ”) and 2017-1 IH BORROWER L.P. , a Delaware limited partnership, having an address at c/o Invitation Homes, 1717 Main Street, Suite 2000, Dallas, TX 75201 (together with its permitted successors and assigns, collectively, “ Borrower ”).

All capitalized terms used herein shall have the respective meanings set forth in Article 1 hereof.

W I T N E S S E T H :

WHEREAS, Borrower desires to obtain the Loan from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms and conditions of this Agreement and the other Loan Documents.

NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows:

Article 3     

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 3.1      Specific Definitions .

For all purposes of this Agreement, except as otherwise expressly provided:

“ 2014-1 Loan ” shall mean the indebtedness incurred pursuant to and evidenced by that certain Loan Agreement, dated as of May 30, 2014, by and between Borrower and Original Lender.

“ Actual Rent Collections ” means, for any period of determination, actual cash collections of Rents in respect of the Properties by Borrower (or, for the period prior to the Closing Date, by Borrower’s Affiliates that owned the Properties) to the extent such Rents relate to such period of determination, regardless of when actually collected.

“ 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, and/or (iv) is the spouse, issue or parent of such Person or of an Affiliate of such Person.

“ Allocated Loan Amount ” means, with respect to each Property as of any date of determination, (i) from and after the Closing Date until the first Quarterly Valuation Statement is delivered under this Agreement, an amount equal to the portion of the Loan made with respect to such Property, as set forth on Schedule V and (ii) from and after delivery of the first Quarterly Valuation Statement under this Agreement, the “Allocated Loan Amount” for such Property set forth in the most recent Quarterly Valuation Statement, in each case of clause (i) and (ii) , as the same may be reduced in accordance with Section 2.4 and adjusted in accordance with Section 2.6(b) ; provided that (i) if a single Substitute Property is substituted for a Replaced Property or portfolio of Replaced Properties pursuant to Section 2.7 , 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 its (or their) substitution, and (ii) if two (2) or more Substitute Properties are substituted for a Replaced Property or portfolio of Replaced Properties pursuant to Section 2.7 , 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 its (or their) substitution, with such pro rata portion determined based on the Property Values of the Substitute Properties. For the avoidance of doubt, in connection with calculating the Release Amount in connection with any prepayments or Transfers of Properties contemplated by this Agreement, Lender will determine the Allocated Loan Amount for any individual Property as of the date Lender received notice of the prepayment or Request for Release from Borrower.

“ ALTA ” means American Land Title Association, or any successor thereto.

“ Annual Budget ” means the operating and capital budget for the Properties in the aggregate setting forth, on a month-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of anticipated Rents and other recurring income, Operating Expenses and Capital Expenditures for the applicable Fiscal Year.

“ Applicable HOA Properties ” means with respect to any Applicable HOA State, (i) all HOA Properties located in such Applicable HOA State except for any Property (A)(1) as to which any Liens for HOA Fees are expressly subordinated to the Lien of the Mortgage encumbering such Property and (2) the applicable Title Insurance Policy insures against any loss sustained by Lender if such Liens for HOA Fees, including after-arising HOA Liens, have Priority or (B) with respect to which Borrower (x) delivered to Lender an opinion, reasonably satisfactory to Lender, from a nationally recognized law firm (or one with prominent standing in the applicable state) that affirmatively concludes that any Liens for HOA Fees (including after-arising Liens for HOA Fees) would not have Priority with respect to such Property (which may be based on the particular terms of the HOA declarations for such Property as set forth in the Closing Date HOA Opinion for that state subject to certification by OS National LLC or a similar title service) and (y) delivers to Lender an updated legal opinion with the same conclusion (which may be in the form of a bring-down or date-down opinion with respect to an earlier delivered opinion) within twenty (20) Business Days after each of June 30 and December 31 (commencing with December 31, 2017), and (ii) all HOA Properties located in such Applicable HOA State designated as an Applicable HOA Property pursuant to Section 4.3.12(b) .

“ Applicable HOA State ” means (i) a state in which, pursuant to applicable Legal Requirements, (A) a Lien in favor of a homeowner’s association may be created through the non-payment of fees assessed against a residential property by such homeowner’s association, (B) any such Lien would extinguish the Lien of a mortgage upon the valid and proper foreclosure of such Lien for homeowner’s associations fees and (C) any such Lien would have priority over the lien of the related Mortgage or (ii) a state designated as an Applicable HOA State pursuant to Section 4.3.12(b) . For the avoidance of doubt, if any reported decision of a state appellate court would result in the foregoing clauses (i)(A) , (i)(B) and (i)(C) applying in such state, then such state shall constitute an Applicable HOA State.

“ Approved Capital Expenditures ” means Capital Expenditures incurred by Borrower and either (i) if no Trigger Period is continuing, included in the Annual Budget or, if during a Trigger Period, an Approved Annual Budget or (ii) approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed.

“ 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 date of the substitution), 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, replaced, supplemented or otherwise modified from time to time. The Assignment of Leases and Rents may be included as part of the Mortgage for such Property or Properties.

“ Assignment of Management Agreement ” means an Assignment of Management Agreement and Subordination of Management Fees among Borrower, Manager and Lender, substantially in the form delivered on the date hereof by Borrower, Existing Manager and Lender.

“ Award ” means any compensation paid by any Governmental Authority in connection with a Condemnation in respect to all or any part of a Property.

“ Bankruptcy Code ” means Title 11 of the United States Code, 11 U.S.C. Section 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 or state bankruptcy or insolvency law.

“ Blocked Account Control Agreement ” means the Cash Management Agreement among Borrower, Collection Account Bank and Lender providing for the exclusive control of the Collection Account and all other Accounts by Lender, substantially in the form of Exhibit A or such other form as may be reasonably acceptable to Lender.

“ Borrower GP ” means 2017-1 IH Borrower G.P. LLC, a Delaware limited liability company.

“ Borrower GP Guaranty ” that certain Borrower GP Guaranty, dated as of the date hereof, executed by Borrower GP in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Borrower GP Security Agreement ” that certain Security Agreement, dated as of the date hereof, executed by Borrower GP in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Borrower Security Agreement ” that certain Security Agreement, dated as of the date hereof, executed by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Borrower TRS ” means a Delaware limited liability company, corporation or limited partnership that is a wholly-owned subsidiary of Borrower that is treated for U.S. federal income tax purposes as a “taxable REIT subsidiary”.

“ Broker Price Opinion ” means a broker price opinion obtained by Lender at Borrower’s sole cost and expense.

“ Business Day ” means any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, (ii) the state where the corporate trust office of the Trustee is located, or (iii) the state where the servicing offices of the Servicer are located.

“ Calculation Date ” means the last day of each calendar quarter during the Term, commencing with the calendar quarter ending June 30, 2017.

“ Calculation Date Report ” means, with respect to any Calculation Date, a report by Lender delivered to Borrower setting forth the results of Lender’s calculations of certain Property and pool-level metrics as set forth in Section 2.11.1 , which calculations shall be conclusive and binding on Borrower.

“ Capital Expenditures ” for any period means amounts expended for replacements and alterations to a Property and required to be capitalized according to GAAP.

“ Casualty Threshold Amount ” means, with respect to all Casualties arising from any single Casualty event, an amount equal to $2,500,000.

“ Closing Date ” means the date of the funding of the Loan.

“ Closing Date Debt Yield ” means 8.10%.

“ Closing Date DSCR ” means 1.37:1.00.

“ Closing Date GRC Certificate ” means a certificate from GRC in substantially the form of Exhibit G without any material exceptions.

“ Closing Date HOA Opinions ” means the opinions of counsels to Borrower executed and delivered on or prior to the Closing Date.

“ Closing Date Loan LTV ” means 60.0%.

“ Closing Date OSN Certificate ” means a certificate from OS National, LLC, in substantially the form of Exhibit H without any material exceptions.

“ Code ” means the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ 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 Documents ” means the Borrower Security Agreement, the Borrower GP Security Agreement, the Equity Owner Security Agreement, the Blocked Account Control Agreement, each Property Account Control Agreement, the Assignment of Management Agreement, each Mortgage Document and all other instruments, documents and agreements delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to Lender a Lien on any real, personal or mixed property of that Loan Party as security for the Obligations, as the same may be (and each of the foregoing defined terms shall refer to such documents as they may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Collateral Event ” means any Transfer of one or more Properties (including any Substitution, any Special Release and Transfer of a Property to a Borrower TRS) pursuant to Section 2.4.3 , 2.5 , 2.6 , 2.7 or 4.1.23 .

“ Collection Account ” means an Eligible Account at the Collection Account Bank established by Borrower and designated as the “Collection Account” for purposes of this Agreement.

“ Collection Account Bank ” means the Eligible Institution selected by Lender to maintain the Collection Account.

“ Collections ” means, without duplication, with respect to any Property, all Rents, Other Receipts, Insurance Proceeds (whether or not Lender elects to treat any such Insurance Proceeds as business or rental interruption Insurance Proceeds pursuant to Section 5.4(d) ), Condemnation Proceeds, Net Transfer Proceeds, interest on amounts on deposit in the Collection Account and the Reserve Funds, amounts paid to Borrower pursuant to the terms of the applicable Purchase Agreement, amounts drawn on security deposits that become Collections pursuant to Section 4.1.15 , amounts paid by Borrower to the Collection Account pursuant to this Agreement and all other payments received with respect to such Property (except for security deposits) and all “proceeds” (as defined in Section 9-102 of the UCC) of such Property.

“ Commission ” means the Securities and Exchange Commission.

“ Compliance Certificate ” means the certificate in the form attached hereto as Exhibit C .

“ Component ” means individually or collectively, as the context may require, any one of Component A and Component B, each as more particularly set forth in Section 2.1.2 .

“ Component Outstanding Principal Balance ” means, as of any given date, with respect to each Component, the outstanding principal balance of such Component.

“ Concessions ” means, for any period of determination, the value of concessions (other than free Rent) provided with respect to the Properties by Borrower (or, for the period prior to the Closing Date, by Borrower’s Affiliates that owned the Properties).

“ 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 a Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting a Property or any part thereof.

“ 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.

“ Constituent Document ” means, (i) with respect to any partnership (whether limited or general), (a) the certificate of partnership (or equivalent filings), (b) the partnership agreement (or equivalent organizational documents) of such partnership and (c) any document setting forth the designation, amount and/or rights, limitations and preferences of any of such partnership’s partnership interests or the holders thereof; (ii) with respect to any limited liability company, (a) the certificate of formation (or the equivalent organizational documents) of such entity, (b) the operating agreement (or the equivalent governing documents) of such entity and (c) any document setting forth the designation, amount and/or rights, limitations and preferences of any of such limited liability company’s membership interests or the holders thereof; and (iii) with respect to any other type of entity, the organizational and governing document for such entity which are equivalent to those described in clauses (i) and (ii) above, as applicable.

“ Contest Security ” means any security delivered to Lender by Borrower under Section 4.1.3 or Section 4.4.8 .

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise, and the terms Controlled, Controlling and Common Control shall have correlative meanings.

“ 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 3.2.22 ) if such failure is reasonably susceptible of cure as determined by Lender, 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 Lender 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 8.2.1 , 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 3.2.22 , 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.

“ Debt ” means the Outstanding Principal Balance together with all interest accrued and unpaid thereon and all other sums (including the Yield Maintenance Premium, if applicable) due to Lender from time to time in respect of the Loan under the Note, this Agreement, the Mortgage Documents, the Environmental Indemnity or any other Loan Document.

“ Debt Service ” means, with respect to any particular period of determination, the scheduled interest payments due under the Note for such period.

“ Debt Service Coverage Ratio ” means, as of any date of determination, a ratio in which:

(i)    the numerator is the Underwritten Net Cash Flow calculated for the twelve (12) month period ending on such date of determination; and

(ii)    the denominator is (x) the sum of (A) the Underwritten Debt Service Amount as of such date of determination and (B) the regular monthly fee of the certificate administrator (deemed to be $6,575 per month) and the trustee (deemed to be $250 per month) under the Servicing Agreement, multiplied by (y) twelve (12).

“ Debt Yield ” means, as of any date of determination, a fraction, expressed as a percentage, in which:

(i)    the numerator is the Underwritten Net Cash Flow calculated for the twelve (12) month period ending on such date of determination; and

(ii)    the denominator is the Outstanding Principal Balance as of such date of determination.

“ 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 constitute an Event of Default.

“ Default Rate ” means, with respect to each Component and any other Obligations, a rate per annum equal to the lesser of (i) the Maximum Legal Rate and (ii) three percent (3%) above the Interest Rate applicable to such Component.

“ 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 required to be delivered by Section 4.3.6 (or, prior to the delivery of the first such Properties Schedule, the Properties Schedule attached hereto as Schedule II.A ), (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.

“ Designated HOA Properties ” means, with respect to any state, HOA Properties located in such state that (i) were not Applicable HOA Properties on the Closing Date, (ii) become Applicable HOA Properties after the Closing Date and (iii) are designated by Borrower to Lender in writing as Designated HOA Properties.

“ Directing Certificateholder ” has the meaning ascribed to such term in that certain Trust and Servicing Agreement dated as of the date hereof among IH Asset Receiving Limited Partnership, as depositor, Midland Loan Services, a division of PNC Bank, National Association, as servicer and special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee and Fannie Mae, as guarantor.

“ Disqualified Property ” means any Property that fails to constitute an Eligible Property (after the lapse of any applicable Cure Period) as determined by Lender in its sole discretion, it being understood that Lender may determine upon written notice to Borrower not less than five (5) Business Days prior to the end of any applicable Cure Period (or, if no Cure Period exists, within ten (10) Business Days after receipt of the notice to be provided by Borrower pursuant to Section 4.3.7 ) that, even though a Property is not an Eligible Property, such Property shall not constitute a “Disqualified Property” for any purpose under this Agreement ( provided that Lender may revoke such determination at any time upon not less than fifteen (15) Business Days’ prior written notice to Borrower).

“ DSCR Cash Trap Trigger Test ” means a test that is satisfied if the Debt Service Coverage Ratio is greater than or equal to 1.25:1.00.

“ DSCR Collateral Event Test ” means a test that is satisfied if the Debt Service Coverage Ratio is greater than or equal to 1.35:1.00.

“ 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, so long as its long term unsecured debt rating shall be at least “A3” from Moody’s and the equivalent by KBRA (if then rated by KBRA);

(ii)    PNC Bank, National Association, so long as its long term deposit or long-term unsecured debt rating shall be at least “A2” from Moody’s and the equivalent by KBRA (if then rated by KBRA) (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 and the equivalent by KBRA (if then rated by KBRA) (if the deposits are to be held in the applicable account for 30 days or less); or

(iii)    any other 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, “P-1” by Moody’s and F1+ by Fitch, 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, “AA” and/or F1+ (for securities) and/or “AAAmmf” (for money market funds), by Fitch 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 Lease reflects customary market standard terms;

(ii)    the Lease is entered into on an arms-length basis without payment support by Borrower or its Affiliates (provided that any incentives offered to Tenants shall not be deemed to constitute such payment support);

(iii)    the Lease had, as of its commencement date, a lease term (i.e., the initial lease term and each renewal term) of at least six (6) months;

(iv)    the Lease is to a bona fide third-party lessee (except that no more than 25 Leases outstanding at any one time may be made to employees of Existing Sponsor or its Affiliates);

(v)    the Lease is in compliance with all applicable Legal Requirements in all material respects; and

(vi)    the Lease does not contain any purchase option or lease to own provision unless expressly approved in writing by Lender.     

“ 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.

“ Environmental Indemnity ” means that certain Environmental Indemnity Agreement dated as of the date hereof executed by Borrower in connection with the Loan for the benefit of Lender.

“ Environmental Laws ” has the meaning set forth in the Environmental Indemnity.

“ 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 2017-1 IH Equity Owner L.P., a Delaware limited partnership.

“ Equity Owner GP ” means 2017-1 IH Equity Owner G.P. LLC, a Delaware limited liability company.

“ Equity Owner Guaranty ” means that certain Equity Owner Guaranty, dated as of the date hereof, executed by Equity Owner in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Equity Owner Security Agreement ” means that certain Equity Owner Security Agreement, dated as of the date hereof, executed by Equity Owner in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute.

“ 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.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Lender or required to be withheld or deducted from a payment to a Lender, (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 Lender 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 Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.10 , amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii) Taxes attributable to such Lender’s failure to comply with Section 2.10.6 and (iv) any U.S. federal withholding Taxes imposed under FATCA.

“ Existing Management Agreement ” means that certain Management Agreement, dated as of the date hereof, between Borrower and Existing Manager, pursuant to which Existing Manager is to provide management and other services with respect to the Properties, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Existing Manager ” means THR Property Management L.P.

“ Existing Parent ” means Invitation Homes LP, a Delaware limited partnership.

“ Existing Sponsor ” means Invitation Homes Operating Partnership LP, a Delaware limited partnership.

“ Fannie Mae Release Fee ” means a non-refundable fee of $500 payable by Borrower to Lender (for the account of the Directing Certificateholder) upon Borrower’s delivery to Lender of a Request for Release in connection with any Transfer of a Property (other than a Transfer of a Property that is part of a Substitution), regardless of whether, in Lender’s determination, each condition precedent to such Transfer is satisfied; provided that, in the event more than one Property is Transferred pursuant to a single Request for Release, the aggregate of all Fannie Mae Release Fees payable in connection therewith shall be not greater than $25,000.

“ Fannie Mae Review Fee ” means a non-refundable fee of $30,000 payable by Borrower to Lender (for the account of the Directing Certificateholder) upon Borrower’s delivery to Lender of notice of a proposed Transfer pursuant to Section 7.1(f) or Section 7.1(g) , regardless of whether Lender grants or withholds any consent required in connection therewith or whether, in Lender’s determination, each condition precedent to a proposed Transfer is satisfied.

“ Fannie Mae Substitution Fee ” means a non-refundable fee of $1,000 payable by Borrower to Lender (for the account of the Directing Certificateholder) upon Borrower’s delivery to Lender of notice of a proposed Substitution of a Substitute Property regardless of whether, in Lender’s determination, each condition precedent to such Substitution is satisfied; provided that, in the event any single Substitution includes more than one Substitute Property, the aggregate of all Fannie Mae Substitution Fees payable in connection therewith shall be not greater than $50,000.

“ Fannie Mae Transfer Fee ” means a non-refundable fee payable by Borrower to Lender (for the account of the Directing Certificateholder) upon the consummation of any Transfer pursuant to Section 7.1(f) in an amount equal to one percent (1%) of the Outstanding Principal Balance as of the date of such consummation.

“ 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation, guidance notes, practices or official agreement implementing an official government agreement with respect to the foregoing.

“ Fee Letter ” means that certain fee letter dated as of the date hereof between Borrower and Lender.

“ Fiscal Year ” means each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the Term.

“ Fitch ” means Fitch, Inc.

“ Fixture Filing ” means, with respect to any jurisdiction in which any Property or Properties are located in which a separate, stand alone fixture filing is required or generally recorded or filed pursuant to the local law or custom (as reasonably determined by Lender), 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 or any of its ERISA Affiliates 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 or any of its ERISA Affiliates.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

“ Government List ” means (1) any list maintained by OFAC, (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Lender 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 the Borrower or pursuant to any Executive Order of the President of the United States of America that Lender notified Borrower in writing is now included in “ Government Lists ”.

“ Governmental Authority ” means any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit (federal, state, commonwealth, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“ GPR ” means, as of any date of determination, the sum of (i) the annualized in place Rents under bona fide Eligible Leases for the Properties as of such date and (ii) the annualized market rents for Properties that are vacant as of such date. For purposes of clause (ii) , market rents shall be determined by Borrower, or, if reasonably required by Lender, by using RentRange or another nationally-recognized service selected by the Lender in its sole discretion (such nationally recognized rental rate reporting service’s fee to be at Borrower’s sole cost and expense), with such adjustments as Lender may make in its reasonable discretion; provided that Borrower may object to any such determination by RentRange or other nationally recognized rental rate reporting service with any adjustments as Lender shall have made by delivering written notice to Lender within five (5) Business Days of any such determination and, in such event, the market rents so objected to shall be as determined by an independent broker opinion of market rent obtained by Lender at Borrower’s sole cost and expense.

“ GRC ” means Green River Capital, LLC.

“ Guarantors ” means Equity Owner and Borrower GP.

“ Hazardous Substance ” has the meaning set forth in the Environmental Indemnity.

“ HOA ” means a homeowners or condominium association, board, corporation or similar entity with authority to create a Lien on a Property as a result of the non-payment of HOA Fees that are payable with respect to such Property.

“ HOA Fees ” means all homeowner’s and condominium dues, fees, assessments and impositions, and any other charges levied or assessed or imposed against a Property, or any part thereof, by an HOA.

“ HOA Policy ” has the meaning set forth in Section 5.2 .

“ HOA Property ” means a Property which is subject to an HOA.

“ IH Markets ” means each of the IH markets set forth on Schedule X comprised of the metropolitan statistical areas (as defined by the United States Office of Management and Budget most recently published) identified for such market on Schedule X . For the avoidance of doubt, Schedule X sets forth the metropolitan statistical areas identified for each of the IH Markets as of the Closing Date.

“ 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, 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 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, directly or indirectly, (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 are not settled within thirty (30) days.

“ 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 any Loan Party under any Loan Document and (ii) to the extent not otherwise described in clause (i) , 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 clause (i)  or (ii)  above.

“ Independent Accountant ” means (i) a firm of nationally recognized, certified public accountants which is Independent and which is selected by Borrower and reasonably acceptable to Lender or (ii) such other certified public accountant(s) selected by Borrower, which is Independent and reasonably acceptable to Lender.

“ Individual Material Adverse Effect ” means, in respect of a Property, any event or condition that has a material adverse effect on the value, use, occupation, leasing or marketability of such Property or results in any material liability to, claim against or obligation of Lender or material liability or obligation on the part of any Loan Party.

“ Initial BPO Value ” means, with respect to any Property, the “as is” value for such Property approved by Lender and set forth in a Broker Price Opinion obtained by Lender with such adjustments made by Lender in its sole discretion or such other “as is” value for such Property determined by Lender in its sole discretion with respect to such Property prior to the Closing Date or, if such Property is a Substitute Property, as of the Substitution Date with respect thereto.

“ Insolvency Opinion ” means that certain bankruptcy non-consolidation opinion letter dated the date hereof delivered by Richards, Layton & Finger, P.A. in connection with the Loan.

“ Interest Rate ” means, with respect to each Component, an interest rate per annum equal to (a) with respect to Component A, 4.2285 % and (b) with respect to Component B, 4.2285% (or, in each case, when applicable pursuant to this Agreement or any other Loan Document, the applicable Default Rate).

“ Invitation Homes ” means Invitation Homes Inc., a Maryland corporation.

“ IRS ” means the United States Internal Revenue Service.

“ KBRA ” means Kroll Bond Rating Agency, Inc.

“ 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, with respect to any Vacant Properties on the Closing Date, prior to such 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 all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Loan, any Secondary Market Transaction with respect to the Loan, Borrower or a 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, including, without limitation, the Securities Act, the Exchange Act, Regulation AB, the rules and regulations promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, zoning and land use laws, the Americans with Disabilities Act of 1990, 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 a Property or any part thereof, including any which may (i) require repairs, modifications or alterations in or to a Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“ 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 therein, or any direct or indirect interest in Borrower or 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.

“ Loan ” means the loan in the original principal amount of Nine Hundred Ninety-Nine Million Nine Hundred Ninety-Nine Thousand Seven Hundred and No/100 Dollars ($999,999,713.00) made by Lender to Borrower pursuant to this Agreement.

“ Loan Documents ” means, collectively, this Agreement, the Fee Letter, the Note, the Management Agreement, the Sponsor Guaranty, the Parent Guaranty, the Equity Owner Guaranty, the Borrower GP Guaranty, the Environmental Indemnity, each Collateral Document, and all other agreements, instruments and documents delivered pursuant thereto or in connection therewith, as the same may be (and each of the foregoing defined terms shall refer to such documents as they may be) amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Loan LTV ” means, as of any date of determination, the ratio, expressed as a percentage, of (i) the Outstanding Principal Balance as of such date over (ii) the aggregate Property Values of the Properties as of such date.

“ Loan LTV Test ” means a test that is satisfied if the Loan LTV is less than or equal to 60%.

“ Loan Party ” means Borrower, each Guarantor and each Borrower TRS (if any).

“ Low Debt Yield Period ” shall commence if, based on the applicable Calculation Date Report,

(w)    as of any Calculation Date occurring prior to the fifth anniversary of the Closing Date, the Debt Yield is less than eighty-five percent (85%) of the Closing Date Debt Yield,

(x)     as of any Calculation Date occurring from and after the fifth anniversary of the Closing Date but prior to the sixth anniversary of the Closing Date, the Debt Yield is less than ninety percent (90%) of the Closing Date Debt Yield,

(y)    as of any Calculation Date occurring from and after the sixth anniversary of the Closing Date but prior to the seventh anniversary of the Closing Date, the Debt Yield is less than ninety-five percent (95%) of the Closing Date Debt Yield, and

(z)    as of any Calculation Date occurring from and after the seventh anniversary of the Closing Date, the Debt Yield is less than the Closing Date Debt Yield,

(in each case of the foregoing, a “ Low Debt Yield Trigger ”), and shall end (i) upon the Properties achieving a Debt Yield of at least the then-applicable Low Debt Yield Trigger for two (2) consecutive Calculation Dates (based on the applicable Calculation Date Reports) or (ii) immediately (without waiting for two (2) consecutive Calculation Dates) upon Borrower prepaying the principal amount of the Loan in an amount sufficient to cause the Debt Yield to be equal to or in excess of the then-applicable Low Debt Yield Trigger on a pro forma basis as of the most recent Calculation Date.

“ Low Debt Yield Cure Prepayment ” means any voluntary prepayment made by Borrower to Lender of the principal of the Loan during any Low Debt Yield Period.

“ Low DSCR Cure Prepayment ” means any voluntary prepayment made by Borrower to Lender of the principal of the Loan during any Low DSCR Period.

“ Low DSCR Period ” shall commence if, based on the applicable Calculation Date Report, as of any Calculation Date, the DSCR Cash Trap Trigger Test is not satisfied, and shall end if (i) as of any two succeeding consecutive Calculation Dates, the DSCR Cash Trap Trigger Test shall have been satisfied (based on the applicable Calculation Date Reports) or (ii) immediately (without waiting for two (2) consecutive Calculation Dates) upon Borrower prepaying the principal amount of the Loan in an amount sufficient to cause the DSCR Cash Trap Trigger Test to be satisfied on a pro forma basis as of the most recent Calculation Date.

“ Major Contract ” means (i) any management agreement relating to the Properties or the Loan Parties, (ii) any agreement between any Loan Party and any Affiliate of any Relevant Party and (iii) any brokerage, leasing, cleaning, maintenance, service or other contract or agreement of any kind (other than Leases) relating to the Properties, in each case involving payment or expense of more than One Million and No/100 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.

“ Management Agreement ” means the Existing Management Agreement or a 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 same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Management Fee Cap ” means, with respect to the calendar month ending immediately prior to each Monthly Payment Date during the Term, six percent (6.0%) of gross Rents collected with respect to the Properties for such calendar month.

“ Manager ” means 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.

“ Material Adverse Effect ” means a material adverse effect on (i) the property, business, operations or financial condition of any Loan Party, (ii) the use, operation or value of the Properties, taken as a whole, (iii) 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 (iv) 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 Lender under any Loan Document.

“ Maturity Date ” means the Stated Maturity Date, or such earlier date on which the final payment of principal of the Note becomes due and payable as herein or therein provided, whether at the 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 Governmental Authority whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“ Minimum Disbursement Amount ” means One Hundred Thousand and No/100 Dollars ($100,000).

“ Monthly Debt Service Payment Amount ” means, for each Monthly Payment Date, an amount equal to the interest which is then due on all the Components of the Loan at the Interest Rate in the aggregate for the Interest Period ending on the last day of the calendar month immediately preceding such Monthly Payment Date (subject, with respect to the Monthly Payment Date occurring on the Maturity Date, to the last sentence of Section 2.3.2 ).

“ Monthly Payment Date ” means the ninth (9 ^th ) day of every calendar month occurring during the Term, commencing with June 9, 2017.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgage ” means a Mortgage (which, with respect to Properties located in the state of Florida, may be amended and restated) 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, 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 a Lien on the Improvements and such Property or Properties, as applicable, as Collateral for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Mortgage Documents ” means the Mortgages, the Assignments of Leases and Rents and the Fixture Filings.

“ 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 Assets ” means, with respect to any Person, the difference between (i) the fair market value of such Person’s assets and (ii) such Person’s liabilities determined in accordance with GAAP.

“ Net Proceeds ” means (i) the net amount of all insurance proceeds received by Lender 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 costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Insurance Proceeds ”), or (ii) the net amount of an Award, after deduction of Lender’s reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“ Condemnation Proceeds ”), whichever the case may be.

“ Net Transfer 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.

“ New BPO Date ” means (i) the applicable Transfer Date of any Release Property or Special Release Property with respect to which Lender elects to obtain a new Broker Price Opinion and (ii) the applicable Substitution Date of any Replaced Property or Substitute Property.

“ Non-Property Taxes ” means all Taxes other than Property Taxes and Other Charges.

“ NRSRO ” means any credit rating agency that has elected to be treated as a nationally recognized statistical rating organization for purposes of Section 15E of the Exchange Act, without regard to whether or not such credit rating agency has been engaged by Lender or its designees in connection with, or in anticipation of, a Securitization.

“ Obligations ” means, collectively, Borrower’s obligations for the payment of the Debt and the performance by the Loan Parties of the Other Obligations.

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“ Officer’s Certificate ” means a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower or another Loan Party.

“ Operating Expenses ” means, for any period, without duplication, all expenses actually paid or payable by Borrower (or, for the period prior to the Closing Date, by Borrower’s Affiliates that owned the Properties) 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 Lender 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 greater of (A) actual management fees or (B) the Management Fee Cap, (iv) administrative, payroll, security and general expenses for the Properties, (v) 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, (vi) computer processing charges, (vii) operational equipment and other lease payments to the extent constituting operating expenses under GAAP, (viii) Property Taxes, Other Charges and HOA Fees, (ix) insurance premiums, (x) Property maintenance expenses and (xi) all reserves required by Lender hereunder (without duplication). 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 which are applied to prepay the Note, (D) Capital Expenditures, (E) Debt Service, (F) 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 tenants, incentive payments to tenants and other similar expenses, (G) 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, (H) 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), (I) any expenses that relate to a Property from and after the release of such Property in accordance with Section 2.4.3 , 2.5 , 2.6 or 2.7 hereof, (J) bad debt expense with respect to Rents, (K) the value of any free rent or Concessions provided with respect to the Properties, (L) any loss that is covered by the Policies including any portion of a loss that is subject to a deductible under the Policies or (M) corporate overhead expenses incurred by Borrower’s Affiliates.

“ Original Lender ” means German American Capital Corporation, a Maryland corporation.

“ Other Charges ” means all (i) impositions other than Property Taxes, (ii) charges, liens or fees levied or assessed or imposed against a Property by a Governmental Authority in connection with code violations, and (iii) any other charges levied or assessed or imposed against a Property or any part thereof other than Property Taxes or HOA Fees.

“ Other Connection Taxes ” means, with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender 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 any Loan or Loan Document).

“ Other Obligations ” means (i) the performance of all obligations of the Loan Parties contained herein; (ii) the performance of each obligation of the Relevant Parties contained in any other Loan Document; and (iii) the performance of each obligation of the Relevant Parties contained in any renewal, extension, amendment, restatement, modification, consolidation, change of, or substitution or replacement for, all or any part of this Agreement, the Note or any other Loan Document.

“ Other Receipts ” for any period of determination, any actual net cash flow receipts received by Borrower (or, for the period prior to the Closing Date, by Borrower’s Affiliates that owned the Properties) from sources other than Rents, such as fees, payments or other compensation from any Tenant (but excluding any security deposits), with respect to the Properties to the extent they are recurring in nature and properly included as operating income for such period in accordance with GAAP.

“ 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 Component Outstanding Principal Balances of the Components of the Loan.

“ Parent ” means Existing Parent or, following a Permitted Transfer pursuant to Section 7.1(f) , the Qualified Transferee that owns not less than 51% of the direct or indirect legal and beneficial interests in Borrower and the other Loan Parties and that Controls (directly or indirectly) Borrower, each other Loan Party and each SPC Party.

“ Parent Guaranty ” means that certain Parent Guaranty, dated as of the date hereof, executed by the Existing Parent in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ 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 the same may be amended from time to time, and corresponding provisions of future laws.

“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Permitted Investments ” means:

(i)    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 (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) 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 (D) such investments must not be subject to liquidation prior to their maturity;

(ii)    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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “A2” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), (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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “A1” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), (C) in the case of such investments with maturities of six (6) 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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “Aa3” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), and (D) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by each Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated “Aaa” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s); provided , however , that the investments described in this clause must (1) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (2) if rated by S&P, must not have an “r” highlighter affixed to their rating, (3) 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 (4) such investments must not be subject to liquidation prior to their maturity;

(iii)    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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “A2” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), (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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “A1” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), (C) in the case of such investments with maturities of six (6) 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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “Aa3” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), and (D) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by each Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated “Aaa” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s); provided , however , that the investments described in this clause must (1) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (2) if rated by S&P, must not have an “r” highlighter affixed to their rating, (3) 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 (4) such investments must not be subject to liquidation prior to their maturity;

(iv)    debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s in its highest long-term unsecured rating category); provided , however , that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) 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 (D) such investments must not be subject to liquidation prior to their maturity;

(v)    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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “A2” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), (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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “A1” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), (C) in the case of such investments with maturities of six (6) 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 Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated at least “Aa3” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s), and (D) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by each Rating Agency (or, if there are no Securities then rated by any Rating Agency, by S&P (to the extent rated thereby) and Moody’s), and the long term obligations of which are rated “Aaa” by Moody’s (or, if the Securities are then rated by any Rating Agency, such lower rating for which the Required Parties’ Approval is received with respect to Moody’s); provided , however , that the investments described in this clause must (1) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (2) if rated by S&P, must not have an “r” highlighter affixed to their rating, (3) 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 (4) such investments must not be subject to liquidation prior to their maturity;

(vi)    units of taxable money market funds, which funds are regulated investment companies and are invested solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, if the Securities are then rated by any Rating Agency, rated by at least one Rating Agency and for which the Required Parties’ Approval is received and, if the Securities are not then rated by any Rating Agency, which funds have the highest rating available from Moody’s) for money market funds; and

(vii)    any other security, obligation or investment for which the Required Parties’ Approval has been obtained;

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 one hundred twenty percent (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 Loan Documents, (ii) all encumbrances and other matters disclosed in the Title Insurance Policies for the Properties and, with respect to any Substitute Property, as Lender has approved in writing in Lender’s reasonable discretion, (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, Other Charges or HOA Fees being contested in accordance with Section 4.1.3 or Section 4.4.8 , (v) any workers’, mechanics’ or other similar Liens on a Property which (x) if arising on or prior to the Closing Date are affirmatively covered or insured over by Title Insurance Policies or, (y) if arising after the Closing Date, are bonded or discharged within sixty (60) days after Borrower first receives written notice of such Lien, (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 Lender has approved or may approve in writing in Lender’s reasonable discretion, (viii) the Specified Liens and (ix) rights of Tenants as Tenants only under Leases permitted hereunder.

“ Permitted Sponsor Transfer ” means (A) the sale of publicly traded securities on a nationally recognized securities exchange or a Public Distribution or (B) a Qualified Public Sale. For the avoidance of doubt, any transaction that is a Permitted Sponsor Transfer will be deemed not to be a Sponsor Change of Control.

“ 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 benefit plan” as defined in Section 3(3) 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 event described in Section 4043 of ERISA 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 or by any similar foreign governmental authority to terminate a Foreign 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; (vi) the institution of proceedings by a foreign governmental authority to appoint a trustee to administer any Foreign Plan; or (vii) the partial or complete withdrawal of any Loan Party or any of its ERISA Affiliates from a Multiemployer Plan or Foreign Plan or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Pool Geographic Test ” means a test that is satisfied if:

(i)    the Properties are located in at least eight (8) states and at least ten (10) IH Markets;

(ii)     there is no IH Market as to which the portion of Underwritten Net Cash Flow attributable to the Properties located therein is greater than 30% of Underwritten Net Cash Flow; and

(iii)     the portion of Underwritten Net Cash Flow attributable to the Properties located in the Specified IH Markets, collectively, is not greater than 55% of Underwritten Net Cash Flow.

“ Prepayment Notice ” means a prior written notice to Lender specifying the proposed Business Day on which a prepayment of the Debt is to be made pursuant to Section 2.4.2 , which date shall be no earlier than ten (10) days after the date of such Prepayment Notice 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 Lender all out-of-pocket costs and expenses (if any) incurred by Lender in connection with Borrower’s permitted revocation or modification of any Prepayment Notice.

“ Previously-Owned Properties ” shall mean each of those properties shown on Schedule XVI , which are no longer owned by Borrower as of the date hereof. None of the Previously-Owned Properties are Properties.

“ Previously-Owned Properties Liabilities ” shall mean any and all liabilities, losses, damages, costs and expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Borrower, the Borrower GP, Equity Owner and/or Lender), that are imposed on, incurred by, or asserted against Borrower, the Borrower GP, Equity Owner or Lender in any manner relating to or arising out of the Previously-Owned Properties or the 2014-1 Loan.

“ Previously-Owned Properties Transferee ” shall mean THR Property Holdco L.P..

“ Priority ” means that the valid and proper foreclosure of a Lien for HOA Fees will extinguish the Lien of the Mortgage with respect to the relevant HOA Property.

“ Properties Schedule ” means the data tape of Properties attached hereto as Schedule I.A. as of the Closing Date, as updated on a quarterly basis in the form attached hereto as Schedule I.B. pursuant to Section 4.3.6 .

“ Property ” means, individually, and “ Properties ” means, collectively, (i) the residential real properties described on the Properties Schedule as of the Closing Date and encumbered by the Mortgages and (ii) any residential real properties that are Substitute Properties; 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, and the Lien of the Mortgage Documents related to such Property have been released, 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 located thereon, together with all rights pertaining to such real property, Improvements and personal property.

“ Property Account Bank ” means the Eligible Institution at which a Property Account is maintained.

“ Property Account Control Agreement ” means the Deposit Account Control Agreement dated the date hereof among Borrower, Lender, Manager and a Property Account Bank, providing for springing control by Lender, substantially in the form set forth as Exhibit B attached hereto or such other form as may be reasonably acceptable to Lender.

“ Property Accounts ” means the Rent Deposit Accounts and Borrower’s Operating Account.

“ Property Covenants ” means those covenants set forth in Section 4.4 and the covenants contained in Section 4 of the Environmental Indemnity.

“ Property Cut Off Date ” means December 31, 2016.

“ Property File ” means with respect to each Property:

(i)    The Purchase Agreement, auction receipt or other applicable purchase documentation reasonably satisfactory to Lender;

(ii)    The documentation described in Sections 3.2.3 , 3.2.4 , 3.2.5 , 4.4.3 , 4.4.4 , and 4.4.5 ;

(iii)    Evidence reasonably satisfactory to Lender of the insurance policies required by Section 5.1.1 with respect to such Property;

(iv)    The executed Lease and any renewals, amendments or modification of the Lease or any new Lease, each of which shall be delivered to the Property File within ten (10) days after execution thereof (provided, that if such Property is a Vacant Property, such Property will be disclosed in the Property File as a Vacant Property until an Eligible Lease is executed with respect to such Property); and

(v)    The Broker Price Opinion for such Property.

“ Property LTV Test ” means a test that is satisfied with respect to any Property if the ratio, expressed as a percentage, of (i) the Allocated Loan Amount for such Property over (ii) the Property Value of such Property is less than or equal to 60%.

“ Property Representations ” means those representations and warranties set forth in Section 3.2 and Section 3 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 or hereafter levied or assessed or imposed by a Governmental Authority against any Property, any Collateral, any part of either of the foregoing or Borrower.

“ Property Value ” means, with respect to any Property as of any date of determination, (i) if such date of determination is a New BPO Date for such Property, the “as is” value for such Property approved by Lender as set forth in a Broker Price Opinion obtained by Lender with such adjustments made by Lender in its sole discretion or such other “as is” value determined by Lender in its sole discretion with respect to such Property in connection with the related Collateral Event, and (ii) otherwise, the “as is” value for such Property set forth in the most recent Quarterly Valuation Statement (or, prior to the delivery of the first such Quarterly Valuation Statement, the Initial BPO Value of such Property); provided that, in the case of this clause (ii) , unless Lender otherwise agrees in its sole discretion, the Property Value of any Disqualified Property shall be zero for all purposes of this Agreement.

“ Public Distribution ” means any transaction in which the public sale of securities is not directed, directly or indirectly, by the transferor to any Person whose identity is known by the transferor to be the acquirer of such securities.

“ Public Vehicle ” means a Person whose securities are listed and traded on a national securities exchange and shall include a majority owned subsidiary of any such Person or any operating partnership through which such Person conducts all or substantially all of its business.

“ Purchase Agreement ” means the purchase agreement with respect to the purchase of a Property entered into by Borrower or its Affiliate and a third party seller of a Property who is not an Affiliate of any Loan Party.

“ Qualified Manager ” means (i) Existing Manager, (ii) any Person that is under common Control with Existing Manager or Existing 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 Required Parties’ Approval in respect of the management of the Properties by such Person; 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 Lender.

“ Qualified Public Sale ” means the sale, transfer or conveyance (but not a pledge), in one or a series of related transactions (i) of more than fifty percent (50%) of the direct or indirect legal or beneficial interests in Sponsor or any Sponsor Parent Entity to a Qualified Public Vehicle or (ii) through which Sponsor or any Sponsor Parent Entity becomes, or is merged with or into, a Qualified Public Vehicle.

“ Qualified Public Vehicle ” means a Public Vehicle in which, after giving effect to the applicable Transfer, no single Person (individually or taken together with Affiliates of such Person) owns more than fifty percent (50%) of the direct or indirect legal or beneficial interests in such Public Vehicle.

“ Qualified Title Insurance Company ” means each title insurance company listed on Schedule VI and any other title insurance company unless such title insurance company is disqualified by Lender in its sole discretion by notice to Borrower.

“ Qualified Transferee ” means any Person that (A) has a net worth of not less than Three Hundred Million and No/100 Dollars ($300,000,000) (exclusive of such Person’s direct or indirect interest in the Properties and Borrower), (B) has not been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding or any governmental or regulatory investigation which resulted in a final, nonappealable conviction for criminal activity involving moral turpitude, (C) is (or is under common Control with a Person that is) regularly engaged in the management, ownership or operation of one to four unit residential rental properties, (D) confirms in writing to Lender that the representation and warranty in Section 3.1.26 in respect of such Person is true and accurate, and (E) with respect to the applicable Transfer to such Person, Borrower shall have obtained the Required Parties’ Approval.

“ Qualifying Prepayment ” means any prepayment of the Loan in an amount greater than or equal to 5% of the Outstanding Principal Balance (prior to giving effect thereto) as of the date of such prepayment.  

“ Quarterly HOA Report ” has the meaning set forth in Section 4.3.12(a) .

“ Rating Agency ” means, as of any date, each nationally-recognized statistical rating organization (e.g. S&P, Moody’s, Fitch, DBRS, Inc., Morningstar, Inc., Kroll or any successor to any of the foregoing), if any, that has been engaged by Lender or its designees as of such date in connection with, or in anticipation of, a Securitization until such time, if any, where any such nationally-recognized statistical rating organization no longer rates (or anticipates rating) any of the certificates issued in connection with such Securitization (but, for the avoidance of doubt, excluding any unsolicited ratings).

“ Records ” means all leases, agreements, instruments, documents, books, records and other information (including, without limitation, tapes, disks, punch cards and related property and rights) maintained with respect to Properties or the Loan Parties, other than the Property Files.

“ Regulation AB ” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the releases (Asset Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005) and Asset-Backed Securities, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (Sept. 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. Each of the parties hereto acknowledge that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.

“ Related Loan ” means a loan to an Affiliate of Borrower or any Guarantor or secured by a Related Property, that is included in a Securitization with the Loan, and any other loan that is cross-collateralized with the Loan.

“ Related Property ” means a parcel of real property, together with improvements thereon and personal property related thereto, that is “related” within the meaning of the definition of Significant Obligor, to a Property.

“ Release Amount ” means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.5 :

(i)    in connection with the Transfer of a Property (other than a Designated HOA Property) pursuant to Section 2.5 or any failure of a Property to qualify as an Eligible Property due to the occurrence of a Voluntary Action (such Properties, “ Release Premium Properties ”), (A) one hundred five percent (105%) of the Allocated Loan Amount for such Property if the sum of the initial Allocated Loan Amounts of all Release Premium Properties and all Special Release Properties, including such Property, is less than $99,999,971.30, (B) one hundred ten percent (110%) of the Allocated Loan Amount for such Property if the sum of the initial Allocated Loan Amounts of all Release Premium Properties and all Special Release Properties, including such Property, is equal to or greater than $99,999,971.30 but less than $149,999,957.95, (C) one hundred fifteen percent (115%) of the Allocated Loan Amount for such Property if the sum of the initial Allocated Loan Amounts of all Release Premium Properties and all Special Release Properties, including such Property, is equal to or greater than $149,999,957.95 but less than $199,999,942.60, and (D) one hundred twenty percent (120%) of the Allocated Loan Amount for such Property if the sum of the initial Allocated Loan Amounts of all Release Premium Properties and all Special Release Properties, including such Property, is equal to or greater than $199,999,942.60;

(ii)    in connection with any failure of a Property to qualify as an Eligible Property other than due to the occurrence of a Voluntary Action that is not cured within the applicable Cure Period, an amount equal to one hundred percent (100%) of the Allocated Loan Amount for such Property;

(iii)    in connection with any Condemnation or Casualty of any Property for which prepayment of the Release Amount is required pursuant to Section 5.3 or Section 5.4 , one hundred percent (100%) of the Allocated Loan Amount for such Property; and

(iv)    in connection with the Transfer of a Designated HOA Property, a percentage of the Allocated Loan Amount for such Property that is equal to the lesser of (A) the percentage that would have been applicable under clause (i) hereof if such Property were not a Designated HOA Property and (B) if the Borrower has obtained Required Parties’ Approval with respect thereto, the percentage that is set forth in such Required Parties’ Approval; provided such percentage shall be at least one hundred percent (100%).

“ Relevant Party ” means each Loan Party, Equity Owner GP, Parent and Sponsor (and, collectively “ Relevant Parties ”).

“ REMIC Trust ” means a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“ Renovation Standards ” means the maintenance, repairs, improvements and installations that are necessary for a Property to conform to applicable material Legal Requirements and not deviate materially from local rental market standards for the area in which such Property is located.

“ Rents ” means, with respect to each Property, all rents and rent equivalents and any fees, payments or other compensation from any Tenant (except for security deposits).

“ Repayment Date ” means the date of a prepayment of the Loan pursuant to the provisions of Section 2.4 .

“ Replacement Management Agreement ” means, collectively, (i) either (A) a management agreement with a Qualified Manager, substantially in the same form and substance as the Existing Management Agreement, (B) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance; provided that, with respect to this clause (B) , (x) if such management agreement provides for the payment of management fees in excess of those fees provided for under the Existing Management Agreement, then Borrower shall have obtained the Required Parties’ Approval and (y) otherwise, Lender, at its option, may require that Borrower shall have obtained the Required Parties’ Approval with respect to such management agreement, or (C) a management agreement with a Manager approved by Lender in accordance with Section 4.1.13(b)(y) and satisfying the conditions set forth in the proviso to clause (B) above, and (ii) an assignment of management agreement and subordination of management fees substantially in the form of the Assignment of Management Agreement dated as of the date hereof (or such other form as shall be reasonably acceptable to Lender and the Qualified Manager).

“ Reportable Event ” has the meaning set forth in Section 4043 of ERISA.

“ Request for Release ” means a request for release of a Property in connection with any Transfer of a Property, substantially in the form attached hereto as Exhibit E-1 , E-2 , E-3 or E-4 , as applicable.

“ Required Parties’ Approval ” means (i) the written approval of Lender and (ii) in the event that any Securities are then rated by any Rating Agency, a written affirmation from each such Rating Agency that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which such affirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion, provided that upon receipt of a written acknowledgment or waiver (which may be in electronic form and whether or not specifically identifying the matter or in general, press release form) from a Rating Agency indicating its decision not to review or to waive review of the matter for which such affirmation is sought, the requirement to obtain Rating Agency such affirmation did not exist for such matter at such time) with respect to such Rating Agency.

“ Reserve Funds ” means, collectively, all funds deposited by Borrower with Lender or Collection Account Bank pursuant to Article 6 , including, but not limited to, the Capital Expenditure Funds, the Insurance Funds, the Tax Funds, the HOA Funds, the Casualty and Condemnation Funds, the Cash Collateral Funds, the Special Insurance Reserve Funds and the Eligibility 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 Reserves Funds made in accordance with Article 6 .

“ Responsible Officer ” means, as to any Person, the chief executive officer or president or, with respect to financial matters, the chief financial officer or treasurer of such Person; 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.

“ Restoration ” means the repair and restoration of a 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 Lender, 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 any Management Agreement to the extent expressly permitted by this Agreement); provided, any payments made on the Loan (including Component B) shall not be deemed “Restricted Junior Payments.”

“ Restricted Pledge Party ” means, collectively, Borrower, each Borrower TRS, any Guarantor, and any other direct or indirect equity holder in Borrower, any Borrower TRS or any Guarantor up to, but not including, the first direct or indirect equity holder that has substantial assets other than the Properties and the other Collateral.

“ Rule 144 ” means Rule 144 (or any successor rule of similar effect) promulgated under the Securities Act.

“ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“ Securities Act ” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder, as in effect from time to time.

“ Significant Obligor ” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“ 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 Release ” means any Transfer of, and associated release of security interest in and Lien on, Properties pursuant to Section 2.6 .

“ Special Release Property ” means each Property Transferred pursuant to a Special Release.

“ Specified Documents ” means, with respect to any Property File, each document listed in the definition of “Property File”.

“ Specified IH Markets ” means the metropolitan statistical areas (as defined by the United States Office of Management and Budget) encompassed within the Phoenix, Atlanta, Tampa and Sacramento IH Markets. For the avoidance of doubt, on the Closing Date, the Specified IH Markets are: Atlanta-Sandy Springs-Roswell, GA Metropolitan Statistical Area; Chico, CA Metropolitan Statistical Area; Gainesville, GA Metropolitan Statistical Area; Lakeland-Winter Haven, FL Metropolitan Statistical Area; Napa, CA Metropolitan Statistical Area; North Port-Sarasota-Bradenton, FL Metropolitan Statistical Area; Phoenix-Mesa-Scottsdale, AZ Metropolitan Statistical Area; Sacramento--Roseville--Arden-Arcade, CA Metropolitan Statistical Area; San Francisco-Oakland-Hayward, CA Metropolitan Statistical Area; Stockton-Lodi, CA Metropolitan Statistical Area; Tampa-St. Petersburg-Clearwater, FL Metropolitan Statistical Area; Vallejo-Fairfield; CA Metropolitan Statistical Area; and Yuba City, CA Metropolitan Statistical Area.

“ Specified Liens ” means the Liens described on Schedule XII affecting one or more of the Properties as of the Closing Date, provided that all such Liens on the affected Properties are affirmatively covered by Title Insurance Policies.

“ Sponsor ” means Existing Sponsor or, following a Permitted Transfer pursuant to Section 7.1(f) , the Qualified Transferee that owns not less than 51% of the direct or indirect legal and beneficial interests in Borrower and the other Loan Parties and that Controls (directly or indirectly) Borrower, each other Loan Party and each SPC Party.

“ Sponsor Change of Control ” means the acquisition after the Closing Date by any Person (individually or taken together with Affiliates of such Person) in one or a series of transactions of fifty percent (50%) or more of the direct legal or beneficial ownership interests in Sponsor , other than as a result of a Permitted Sponsor Transfer .

“ Sponsor Corporate Transaction ” means (i) a merger or consolidation or other business combination of Sponsor Parent Entity and/or any of its Affiliates (other than Borrower or any entity between Borrower and Sponsor Parent Entity) with or into any other Person, (ii) the sale of all or substantially all of the direct or indirect assets of Sponsor Parent Entity and/or any of its Affiliates (other than Borrower or any entity between them and Sponsor Parent Entity or the assets of any of the foregoing Persons) to any other Person, (iii) a spin-off, spin-out or other similar transaction, the result of which is consistent with the foregoing clause (i) or (ii) or (iv) any combination of the foregoing clauses (i) , (ii) and (iii) in one or more series of steps.

“ Sponsor Financial Covenant ” means the requirement that Sponsor maintain Net Assets of not less than One Hundred Fifty Million and No/100 Dollars ($150,000,000) (exclusive of the direct or indirect interest in Borrower held by Sponsor).

“ Sponsor Guaranty ” means that certain Sponsor Guaranty, dated as of the date hereof, executed by Existing Sponsor in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Sponsor Parent Entity ” means any Person that owns, directly or indirectly, fifty percent (50%) or more of the legal and beneficial interests in Sponsor.

“ Stated Maturity Date ” means June 9, 2027.

“ Substitution Date ” means the date of the consummation of any Substitution pursuant to Section 2.7 .

“ 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 Qualified Title Insurance Company in a form reasonably acceptable to Lender (or, if such 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 to be reasonably acceptable to Lender) issued with respect to such Property and insuring the legal title to such Property, as applicable, posted to Lender’s online data room pursuant to Section 4.1.14 with electronic or written notification to Lender of such posting.

“ 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 Qualified Title Insurance Company containing such endorsements as Lender 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 Lender (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 to be reasonably acceptable to Lender) issued with respect to such Property or Properties, as applicable, and insuring the Lien of the Mortgage Documents encumbering such Property or Properties (subject to Permitted Liens), as applicable, and posted to Lender’s online data room pursuant to Section 4.1.14 with electronic or written notification to Lender of such posting.

“ Transfer Date ” means the date upon which a Transfer of a Property is consummated (including, for the avoidance of doubt, the date of the consummation of any Special Release, but excluding any Substitution Date).

“ Transfer Expenses ” means, with respect to the Transfer of any Property, the reasonable expenses of Borrower 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 by Borrower and (iii) Borrower’s miscellaneous closings costs, including, but not limited to title, escrow and appraisal costs and expenses.

“ Trigger Period ” shall commence upon the occurrence of (i) an Event of Default, (ii) the commencement of a Low DSCR Period or (iii) the commencement of a Low Debt Yield Period; and shall end if, (A) with respect to a Trigger Period continuing pursuant to clause (i) , the Event of Default commencing the Trigger Period has been cured and such cure has been accepted by Lender (and no other Event of Default is then continuing), (B) with respect to a Trigger Period continuing due to clause (ii) , the Low DSCR Period has ended pursuant to the terms hereof and (C) with respect to a Trigger Period continuing due to clause (iii) , the Low Debt Yield Period has ended pursuant to the terms hereof.

“ Trust Fund Expenses ” means (i) any interest payable to the Servicer, or any special servicer, trustee, operating advisor, custodian, or certificate administrator in connection with the Loan or the Properties pursuant to the Servicing Agreement in respect of advances made by any of the foregoing; provided , however , that Borrower shall only be obligated to pay any amounts described in this clause (i) if and to the extent such interest exceeds the sum of the Default Rate interest and late payment charges payable pursuant to Section 2.3.4 in respect of the event giving rise to the related advances; (ii) all special servicing fees, work-out, liquidation fees and other fees payable to any special servicer under the Servicing Agreement (A) after the Loan is transferred to the special servicer as a result of (1) the occurrence of an Event of Default or (2) an acknowledgement by Borrower in writing that the Loan is likely to go into default, or (B) in connection with any Borrower requested or consensual work-out or modification of the Loan; (iii) the regular monthly fee of the certificate administrator (capped at $6,575 per month) and the trustee (capped at $250 per month) under the Servicing Agreement, (iv) the fees and expenses of Midland Loan Services as Servicer as set forth in Schedule IX , (v) the costs and expenses of any Servicer (including costs and expenses of any third party hired by such Servicer) in connection with (A) the determination of market rents for purposes of and in accordance with clause (ii) of the definition of “GPR” and (B) the verification of information set forth in any Quarterly HOA Reports delivered pursuant to Section 4.3.12 , as well as the verification and/or preparation of any reports related to HOA compliance required to be performed by the Servicer under the Servicing Agreement and (vi) except for the regular monthly fees payable to the master servicer and any operating advisor, any other cost, fee or expense of the Servicer, the trustee, the operating advisor, Directing Certificateholder and any certificate administrator under the Servicing Agreement (A) after the Loan is transferred to the special servicer as a result of (1) the occurrence of an Event of Default or (2) an acknowledgement by Borrower in writing that the Loan is likely to go into default, (B) the occurrence of an Event of Default under clauses (i) , (ii) or (iii) of Section 8.1 or (C) in connection with any Borrower requested or consensual work out or modification of the Loan or any other special waiver or approval requests made by Borrower or any Guarantor during the term of the Loan (in each case including, but not limited to, (1) any costs and expenses in connection with Broker Price Opinions and, where Broker Price Opinions are not sufficient in accordance customary mortgage servicing standards, appraisals of the Properties or the Equity Interests in Borrower (or any updates to Broker Price Opinions or such appraisals) conducted by or on behalf of the Servicer, (2) property inspections conducted by or on behalf of the Servicer, (3) lien searches conducted by or on behalf of the Servicer, (4) any reimbursements to the trustee, the Servicer, the operating advisor, any certificate administrator thereunder and related Persons of each of the foregoing, or the trust fund, pursuant to the Servicing Agreement, (5) any indemnification to Persons entitled thereto under the Servicing Agreement, (6) any litigation expenses arising from an Event of Default and (7) the cost of any Required Parties’ Approval or other consents (including deemed consents and deemed confirmations) and/or opinions of counsel, if any, in each case of this clause (vi)(C)(7) , required to be obtained pursuant to the Servicing Agreement in connection with servicing or administering the Loan or the Properties and administration of the trust fund.

“ Trustee ” means any trustee holding the Loan or any Component in a Securitization.

“ U.S. Dollars ” refers to lawful money of the United States.

“ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“ 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 any of the Cash Management Accounts are located, as the case may be.

“ 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) $750.

“ Underwritten Debt Service Amount ” means, as of any date of determination for any period, based on the then outstanding principal amount of the Loan and Interest Rate, the level monthly interest and principal payment amount that would be necessary to fully amortize the Loan by the Assumed Amortization Period End Date. For purposes of this definition, “ Assumed Amortization End Date ” means, as of any date of determination, (i) from and after the Closing Date until the date of the first Qualifying Prepayment, if any, the thirtieth anniversary of the Closing Date, (ii) from and after the date of the first Qualifying Prepayment, if any, until the next Qualifying Prepayment, if any, the thirtieth anniversary of the date of such first Qualifying Prepayment and (iii) thereafter, the thirtieth anniversary of the date of the most recent Qualifying Prepayment, if any.

“ Underwritten Net Cash Flow ” means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C) Concessions; provided that 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), (b) any proceeds resulting from the Transfer of all or any portion of any Property, (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 “(G)” 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 (including any payment relating to unamortized tenant improvements and/or leasing commissions) and (f) the Underwritten Net Cash Flow of any Property that is a Disqualified Property shall be zero for all purposes of this Agreement. provided , further , except as otherwise provided in Section 2.12.1 with respect to a Substitute Property, that for purposes of any calculation of Debt Yield or DSCR or any other determination as to whether a condition to a Transfer (including a Substitution or Special Release) is satisfied, Underwritten Net Cash Flow shall be as reflected in the most recent Calculation Date Report or (or, prior to the delivery of the first such Calculation Date Report, as used for determining the Closing Date Debt Yield and Closing Date DSCR).

“ United States ” means the United States of America.

“ Vacant Property ” means, individually, and “ Vacant Properties ” means, collectively, the Properties listed on Schedule XI attached hereto which are not leased to or occupied by any Tenant as of the Property Cut Off Date.

“ 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, (ii) a Transfer of such Property or (iii) such Property becoming a Disqualified Property.

“ Yield Maintenance End Date ” means the Monthly Payment Date occurring in December 2026.

“ Yield Maintenance Premium ” means, with respect to any Component prepaid, the amount calculated pursuant to the formula set forth on Schedule XVII attached hereto.

Section 3.2      Index of Other Definitions . The following terms are defined in the Sections, Schedules or Loan Documents as indicated below:

“ Acceptable Blanket Policy ” – 5.1.1(c)

“ Acceptable LLC ” – Schedule IV

“ Account Collateral ” – 6.9

“ Accounts ” – 6.1.1

“ Act ” – Schedule IV

“ Agreement ” – Introductory Paragraph

“ Anti-Money Laundering Laws ” – 4.1.16

“ Approved Annual Budget ” – 6.8.3

“ Approved Extraordinary Operating Expense ” – 6.8.4

“ Approved Initial Budget ” – 6.8.3

“ Available Cash ” – 6.8.1(i)

“ Borrower ” – Introductory Paragraph

“ Borrower’s Operating Account ” – 6.1.3

“ Calculation Date Metrics ” – 2.11.1

“ Capital Expenditure Account ” – 6.4.1

“ Capital Expenditure Funds ” – 6.4.1

“ Cash Collateral Account ” – 6. 7 .1

“ Cash Collateral Floor ” – 6. 7 .2

“ Cash Collateral Funds ” – 6. 7 .1

“ Cash Management Accounts ” – 6.9

“ Casualty ” – 5.2    

“ Casualty and Condemnation Account ” – 6.6

“ Casualty and Condemnation Funds ” – 6.6

“ Casualty Consultant ” – 5.4(d)(iii)

“ Casualty Retainage ” – 5.4(d)(iv)

“ Cause ” – Schedule IV

“ Collateral Event Report ” – 2.12.1

“ Committee ” – Schedule IV

“ Condemnation Proceeds ” – Net Proceeds Definition

“ Covered Disclosure Information ” – 9.2(b)

“ Disclosure Document ” – 9.2(a)

“ Eligibility Funds ” – 6.10.1

“ Eligibility Reserve Account ” – 6.10.1

“ Embargoed Person ” – 4.2.16

“ Equity Certificate ” – 10.28(a)

“ ERISA Plan ” – 3.1.8(a)

“ Event of Default ” – 8.1

“ Excess Deductible ”- 5.1.3

“ Exchange Act ” – 9.2(a)

“ Exchange Act Filing ” – 9.1(d)

“ Extraordinary Operating Expense ” – 6.8.4

“ Fully Condemned Property ” – 5.3(b)

“ Fully Condemned Property Prepayment Amount ” – 5.3(b)

“ Guarantor’s Permitted Indebtedness ” – 4.2.8

“ HOA Funds ” – 6.2.3

“ HOA Subaccount ” – 6.2.3

“ Indemnified Liabilities ” – 4.1.21

“ Independent Director ” – Schedule IV

“ Independent Manager ” – Schedule IV

“ Initial Interest Period ” – 2.3.1

“ Insurance Account ” – 6.3.1

“ Insurance Funds ” – 6.3.1

“ Insurance Premiums ” – 5.1.1(b)

“ Insurance Proceeds ” – Net Proceeds Definition

“ Interest Period ” – 2.3.2

“ Issuer ” – 9.2(b)

“ Lender ” – Introductory Paragraph

“ Lender Group ” – 9.2(b)

“ Liabilities ” – 9.2(b)

“ Live Data Files ” – 4.3.13

“ Low Debt Yield Trigger ” – Low Debt Yield Period Definition

“ Margin Stock ” – 3.1.16

“ Material Action ” – Schedule IV

“ Monthly Budgeted Amount ” – 6.8.3

“ Nationally Recognized Service Company ” – Schedule IV

“ Net Proceeds Deficiency ” – 5.4(d)(vi)

“ Note ” – 2.1.4

“ Notice ” – 10.5

“ Participant Register ” – 10.24

“ Patriot Act Offense ” – 3.1.26

“ Permitted Indebtedness ” – 4.2.8

“ Permitted Transfers ” – 7.1

“ Policy ” and “ Policies ” – 5.1.1(b)

“ Quarterly HOA Report ” – 4.3.12(a)

“ Quarterly Valuation Statement ” – 2.11.2

“ Register ” – 10.24

“ Registrar ” – 10.24

“ Release Premium Properties ” – Release Amount Definition

“ Release Property ” – 2.5

“ Rent Deposit Account ” – 6.1.1

“ Rent Deposit Account Retained Amount ” – 6.1.1

“ Rent Deposit Bank ” – 6.1.1

“ Replaced Property ” and “ Replaced Properties ” – 2.7

“ Review Waiver ” – 10.2(b)

“ Secondary Market Transaction ” – 9.1(a)

“ Securities ” – 9.1(a)

“ Securitization ” – 9.1(a)

“ Securities Act ” – 9.2(a)

“ Security Deposit Account ” – 4.1.15(a)

“ Servicer ” – 10.20

“ Servicing Agreement ” – 10.20

“ Sole Member ” – Schedule IV

“ SPC Party ” – Schedule IV

“ Special Insurance Reserve Account ” – 6.5.1

“ Special Insurance Reserve Funds ” – 6.5.1

“ Special Member ” – Schedule IV

“ Special Purpose Bankruptcy Remote Entity ” – Schedule IV

“ Specified Calculation Date Deliveries ” – 2.11

“ Subsequent Parent ” – 7.1(j)

“ Subsequent Sponsor ” – 7.1(h)

“ Substitute Mortgage Documents ” – 2.7(xiii)

“ Substitute Property ” and “ Substitute Properties ” – 2.7

“ Substitution ” – 2.7

“ Tax Account ” – 6.2.1

“ Tax Funds ” – 6.2.1

“ Tenant Direction Letter ” – 6.1.1

“ Transfer ” – 4.2.3

“ Underwriter Group ” – 9.2(b)

“ Updated Information ” – 9.1(b)(i)

“ U.S. Tax Compliance Certificate ” – 2.10.6(b)(ii)(C)

Section 3.3      Principles of Construction . All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision hereof or thereof. When used in this Agreement or any other Loan Document, the word “including” shall mean “including but not limited to”. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

Section 3.4      Pro Forma Calculations . With respect to any determination to be made on a “pro forma basis” with respect to any transaction or event or giving “pro forma effect” to any transaction or event as of a specified date, such determination shall be made by adjusting the applicable Calculation Date Metrics set forth in the Calculation Date Report for such specified date based on the assumption that  such transaction had been consummated or such event had occurred on the first day of the period for which such Calculation Date Metrics were determined.

Article 4     

THE LOAN

Section 4.1      The Loan .

4.1.6      Agreement to Lend and Borrow . Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Closing Date.

4.1.7      Components of the Loan . For purposes of the computation of the interest accrued on the Loan from time to time and certain other computations set forth herein, the Loan shall be divided into multiple components designated as “Component A” and “Component B”. The following table sets forth the initial Component Outstanding Principal Balance of each such Component.

4.1.8      Single Disbursement to Borrower . Borrower shall receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

4.1.9      The Note . The Loan and all of the Components thereof shall be evidenced by that certain Amended and Restated Promissory Note of even date herewith, in the stated principal amount of Nine Hundred Ninety-Nine Million Nine Hundred Ninety-Nine Thousand Seven Hundred Thirteen and No/100 Dollars ($999,999,713.00) executed by Borrower and payable to the order of Lender in evidence of each of the Components of the Loan (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “ Note ”) and shall be repaid in accordance with the terms of this Agreement, the Note and the other Loan Documents. If the Note is mutilated or defaced and is surrendered to the Borrower, or if there shall be delivered to the Borrower evidence to its reasonable satisfaction of the destruction, loss or theft of the Note, then the 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 face 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 indemnify Borrower for any liability, obligation, loss or damages the 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, the 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.

4.1.10      Use of Proceeds . Borrower shall use proceeds of the Loan to (a) repay and discharge any existing indebtedness relating to the Properties, (b) make initial deposits of the Reserve Funds, (c) make distributions to Equity Owner and Borrower GP, (d) pay costs and expenses incurred in connection with the closing of the Loan and the related Securitization, and (e) to the extent any proceeds remain after satisfying clauses (a)  through (d)  above, for such lawful purpose as Borrower shall designate.

Section 4.2      Interest Rate .

4.2.6      Interest Rate . Each Component of the Loan shall accrue interest throughout the Term at the Interest Rate applicable to such Component. The total interest accrued under the Loan shall be the sum of the interest accrued on the Component Outstanding Principal Balance of each of the Components. Borrower shall pay to Lender on each Monthly Payment Date the interest accrued or to be accrued on the Loan for the related Interest Period.

4.2.7      Default Rate . In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the Component Outstanding Principal Balance of each of the Components and, to the extent not prohibited by applicable law, all other portions of the Debt, shall accrue interest at the Default Rate, calculated from the date such payment was due or, if later, such Default shall have occurred, without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be paid immediately upon demand, which demand may be made as frequently as Lender shall elect, to the extent not prohibited by applicable law.

4.2.8      Interest Calculation . With respect to the Initial Interest Period, interest on each Component is equal to the product of (a) the actual number of days elapsed during the Initial Interest Period, (b) the Interest Rate for such Component divided by three hundred sixty (360) and (c) the average daily Outstanding Principal Balance of such Component during the Initial Interest Period. Thereafter, interest on the Loan and other Obligations due on each Monthly Payment Date shall be equal to the aggregate interest due on each Component of the Loan and any other Obligations outstanding with respect to each such Monthly Payment Date.  With respect to each such Monthly Payment Date, interest on each Component and any other Obligations shall be calculated on the basis of twelve (12) thirty (30)-day months so that the interest owing on each Monthly Payment Date for each Component shall be equal to the product of (i) one-twelfth (1/12 ^th ), (ii) the Interest Rate for such Component, and (iii) the average daily Outstanding Principal Balance of each such Component during the applicable Interest Period (or, in the case of any other Obligations, the amount of such other Obligations).  The accrual period for calculating interest due on each Monthly Payment Date shall be the Interest Period which ends on the last day of the calendar month immediately preceding the month in which such Monthly Payment Date occurs.

4.2.9      Usury Savings . This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the Outstanding Principal Balance 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 at a rate in excess of the Maximum Legal Rate, the Interest Rate 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 principal 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 from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 4.3      Loan Payments .

4.3.6      Payments . Borrower shall pay to Lender (a) on the Closing Date, an amount equal to the sum of (i) interest only on the Outstanding Principal Balance of the Components from the Closing Date up to and including April 30, 2017 (the “ Initial Interest Period ”), which interest shall be calculated in accordance with the provisions of Section 2.2 , (ii) all amounts required in respect of Reserve Funds as set forth in Article 6 , and (iii) the regular monthly certificate administrator fee (deemed to be $6,575 per month) and the regular monthly trustee fee (deemed to be $250 per month) under the Servicing Agreement for the month of April 2017 and (b) on the Monthly Payment Date occurring in June 2017 and each Monthly Payment Date thereafter during the Term, an amount equal to the sum of (i) the Monthly Debt Service Payment Amount, which payment shall be applied in accordance with Article 6 , (ii) all amounts required in respect of Reserve Funds as set forth in Article 6 and (iii) the regular monthly certificate administrator fee (deemed to be $6,575 per month) and the regular monthly trustee fee (deemed to be $250 per month) under the Servicing Agreement. 

4.3.7      Payments Generally . After the Initial Interest Period, during the term of the Loan, the interest accrual period for each Monthly Payment Date (each, an “ Interest Period ”) shall be the calendar month immediately preceding the calendar month in which the related Monthly Payment Date occurs.  For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the Monthly Payment Date or a Maturity Date (including the Stated Maturity Date) is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day. Lender shall have the right from time to time, in its sole discretion, upon not less than ten (10) days prior written notice to Borrower, to change the Monthly Payment Date to a different calendar day and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change; provided , however , that if Lender shall have elected to change the Monthly Payment Date as aforesaid, the Stated Maturity Date and any other date in the Loan Documents which corresponds with a Monthly Payment Date shall be automatically amended to reflect the Monthly Payment Date as so adjusted. With respect to payments of principal due on any Component on the Maturity Date, interest shall be payable at the Interest Rate, through and including the day immediately preceding the Maturity Date.

4.3.8      Payment on Maturity Date . Borrower shall pay to Lender on the Maturity Date the Outstanding Principal Balance, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage Documents and the other Loan Documents.

4.3.9      Late Payment Charge . If any principal, interest or any other sum due under the Loan Documents (other than the Outstanding Principal Balance due and payable on the Maturity Date) is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender 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 Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Borrower Security Agreement, the Mortgage Documents and the other Loan Documents to the extent permitted by law.

4.3.10      Method and Place of Payment .

(a)      Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender 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 at Lender’s office or at such other place as Lender shall from time to time designate, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b)      Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the immediately preceding Business Day.

(c)      All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 4.4      Prepayments .

4.4.6      Prepayments . Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Stated Maturity Date.

4.4.7      Voluntary Prepayments . Provided that Borrower shall timely deliver to Lender a Prepayment Notice, Borrower may prepay all or any portion of the Outstanding Principal Balance and any other amounts outstanding under the Note, this Agreement, the Mortgage Documents and any of the other Loan Documents, on any Business Day, provided that Borrower shall comply with the provisions of and pay to Lender the amounts set forth in Section 2.4.5 , including, if such prepayment is made prior to the Yield Maintenance End Date, any applicable Yield Maintenance Premium. Each such prepayment shall be in a minimum principal amount equal to One Million and No/100 Dollars ($1,000,000) and in integral multiples of One Hundred Thousand and No/100 Dollars ($100,000) in excess thereof and shall be made and applied in the manner set forth in Section 2.4.5 .

4.4.8      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 fifteenth (15 ^th ) Business Day following the last day of the applicable Cure Period, if any, give notice thereof to Lender and prepay the Debt in the applicable Release Amount with respect to such Property; provided that, for the avoidance of doubt, such Property shall not be released from the applicable Mortgage Documents and the Collateral located at such Property shall not be released from the security interest and Lien thereon unless and until the satisfaction of the conditions set forth below (or, in the case Borrower elects to conduct a Substitution as contemplated in the last sentence of this Section 2.4.3(a) , the conditions set forth in Section 2.7 ). No Yield Maintenance Premium shall be owing on any such prepayment (except in connection with a prepayment made prior to the Yield Maintenance End Date for a Property that became a Disqualified Property as a result of a Voluntary Action). After the prepayment of the Debt by the Release Amount with respect to a Disqualified Property as provided above, Lender shall release the Disqualified Property from the applicable Mortgage Documents and related Lien, provided, that the following conditions precedent to such Transfer are satisfied as determined by Lender in its sole discretion and Borrower is notified in writing of Lender’s determination in accordance with Section 2.12 :

(i)      Borrower shall have submitted to Lender, not less than fifteen (15) Business Days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.4.3(a) will be satisfied upon the consummation of such Transfer, and shall pay to Lender the Fannie Mae Release Fee concurrently therewith;

(ii)      Borrower shall have submitted to Lender, not less than fifteen (15) Business Days prior to the Transfer Date, a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. In addition, Borrower shall have provided all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such Transfer;

(iii)      Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such Transfer and the current reasonable and customary fee being assessed by Servicer for its own account to effect such Transfer;

(iv)      Borrower shall furnish or cause to be furnished to Lender in such manner and in such detail as may be requested by Lender such information, documents, records or reports as may be requested by Lender in connection with evaluating whether such Transfer satisfies the conditions set forth in this Section 2.4.3(a) ;

(v)      the Disqualified Property shall be Transferred to a Person other than Borrower or any other Loan Party;

(vi)      such Disqualified Property is a separate legal parcel from the property remaining encumbered by Mortgages; and

(vii)      Borrower shall deliver to Lender an Officer’s Certificate certifying that this Section 2.4.3(a) has been complied with in its entirety.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio, expressed as a percentage, of the Outstanding Principal Balance to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the Transfer of the Release Property, no Transfer will be permitted unless the Outstanding Principal Balance is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this paragraph is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the Transfer of the Release Property. Further, no Transfer will be permitted unless immediately after such Transfer, the Outstanding Principal Balance will not exceed one hundred percent (100%) of the aggregate fair market value of the remaining Properties (which fair market value is determined for these purposes based on the aggregate Property Values of the remaining Properties).

Notwithstanding the foregoing, in lieu of such prepayment, Borrower may either (1) deposit an amount equal to one hundred percent (100%) of the Allocated Loan Amount for such Disqualified Property in the Eligibility Reserve Account in accordance with and subject to Section 6.10 or (2) substitute a Disqualified Property or a portfolio of Disqualified Properties with a substitute Eligible Property or a portfolio of Eligible Properties in accordance with and subject to Section 2.7 , which shall (x) in the cause of clause (1), be completed no later than the due date for the prepayment otherwise required under this Section 2.4.3(a) and (y) in the case of clause (2), be notified by Borrower no later than the due date for the prepayment otherwise required under this Section 2.4.3(a) and completed no later than 45 days after the due date for the prepayment otherwise required under Section 2.4.3(a) .

(b)      Transfer . If at any time any Property is Transferred to any Person (other than for the avoidance of doubt, (i) to a Borrower TRS, (ii) in connection with a Substitution, (iii) a Transfer of a Disqualified Property, (iv) a Transfer of a Property as a result of a Condemnation or Casualty or (v) a Special Release, in which case of the foregoing clauses (i) through (v) , Section 4.1.23 , Section 2.7 , Section 2.4.3(a) , Section 2.4.3(c) or Section 2.6 , respectively, shall apply), then Borrower shall, no later than the close of business on the day on which such Transfer occurs, give notice thereof to Lender and prepay the Debt in the applicable Release Amount with respect to such Property; provided that, for the avoidance of doubt, such Property shall not be released from the applicable Mortgage Documents and the Collateral located at such Property shall not be released from the security interest and Lien thereon unless and until the satisfaction of the conditions set forth in Section 2.5 .

(c)      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 next occurring Monthly Payment Date following the date on which Lender actually receives the applicable Net Proceeds, one hundred percent (100%) of such Net Proceeds and all other amounts required to be prepaid pursuant to Section 5.3 or Section 5.4 , as applicable, shall be applied to the prepayment of the Debt in accordance with Section 2.4.5(d) ; provided that, for the avoidance of doubt, such Property shall not be released from the applicable Mortgage Documents and the Collateral located at such Property shall not be released from the security interest and Lien thereon unless and until the satisfaction of the conditions set forth in Section 2.5 . Notwithstanding anything herein to the contrary, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.3(c) .

(d)      Application of Mandatory Prepayments . Each prepayment pursuant to this Section 2.4.3 shall be made and applied in the manner set forth in Section 2.4.5 .

(e)      Payment from Collection Account . Lender may collect any prepayment required under this Section 2.4.3 from the Collection Account on the date such prepayment is payable hereunder.

4.4.9      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 by Lender or is otherwise recovered by Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed to be a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 , and Borrower shall pay, as part of the Debt, all of: (i) all accrued interest calculated at the Interest Rate on the amount of principal being prepaid through and including the date of such prepayment and any other interest then due and, if such tender and acceptance is not made on a Monthly Payment Date, interest that would have accrued at the Interest Rate on the amount of principal being prepaid to, but not including, the next Monthly Payment Date and (ii) an amount equal to the applicable Yield Maintenance Premium (if made before the Yield Maintenance End Date) .

(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 Lender among the Components and other Obligations as Lender shall determine in its sole and absolute discretion.

4.4.10      Prepayment/Repayment Conditions .

(a)      On the date on which a prepayment, voluntary or mandatory, is made under the Note or as required under this Agreement, which date must be a Business Day, Borrower shall pay to Lender:

(i)      all accrued and unpaid interest calculated at the Interest Rate on the amount of principal being prepaid on the applicable Component or Components through and including the Repayment Date together with, if the Repayment Date is not a Monthly Payment Date, all interest accruing through the end of the Interest Period in which such Repayment Date occurs;

(ii)      the Yield Maintenance Premium applicable thereto (if such prepayment occurs prior to the Yield Maintenance End Date, including recoveries or prepayments following an Event of Default); provided that no Yield Maintenance Premium shall be due in connection with a prepayment under Section 2.4.3(a) (except in connection with a prepayment prior to the Yield Maintenance End Date that arises as a result of a Voluntary Action) or Section 2.4.3(c) ; and

(iii)      all other sums, then due under the Note, this Agreement and the other Loan Documents.

(b)      [Reserved].

(c)      Borrower shall pay all reasonable costs and expenses of Lender incurred in connection with the repayment or prepayment (including without limitation reasonable attorneys’ fees and expenses and costs and expenses related to the Transfer or Substitution of any Property); provided , for the avoidance of doubt, this provision shall not apply with respect to Taxes.

(d)      Except during an Event of Default, prepayments shall be applied by Lender in the following order of priority: (i) first, to any amounts (other than principal, interest, and Yield Maintenance Premium) then due and payable under the Loan Documents, including any costs and expenses of Lender in connection with such prepayment; (ii) second , interest payable pursuant to Section 2.4.5(a)(i) on the applicable Component or Components being prepaid pursuant to this clause (d) at the Interest Rate; (iii) third , Yield Maintenance Premium, to the extent applicable, on the applicable Component or Components being prepaid pursuant to this clause (d) and (iv) fourth, to principal, applied as set forth in clause (e) below.

(e)      Any prepayments of principal of the Loan made pursuant to this Section 2.4.5 shall be applied to the Loan (i) first , to Component A until the Component Outstanding Principal Balance of Component A is reduced to zero and (ii) second , to Component B until the Component Outstanding Principal Balance of Component B is reduced to zero.

(f)      Prepayments under Section 2.4.2 shall reduce the Allocated Loan Amounts for each Property on a pro rata basis. Prepayments under Section 2.4.3 shall reduce the Allocated Loan Amount with respect to the applicable Property, until the Allocated Loan Amount and any interest, fees or other Obligations attributable thereto is 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.

(g)      Lender 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, release the Liens of the Mortgage Documents and the Collateral Documents and cause the trustees under any of the Mortgages to reconvey the applicable Properties to Borrower and cause Wells Fargo Bank, National Association, as Certificate Administrator (under and as defined in the Servicing Agreement) or any other Certificate Administrator under the Servicing Agreement, to deliver to Borrower (or to such other Person as Borrower may direct in writing) any certificates delivered to it representing an ownership interest in any direct or indirect owner of Borrower under the Collateral Documents. In connection with the releases of the Liens, Borrower shall submit to Lender, forms of releases of Liens (and related Loan Documents) for execution by Lender. Such releases shall be the forms appropriate in the jurisdictions in which the Properties are located and contain standard provisions protecting the rights of Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such releases, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all out-of-pocket costs, taxes and expenses associated with the release of the Liens of the Mortgage Documents, including Lender’s reasonable attorneys’ fees.

Section 4.5      Transfers of Properties . Borrower may Transfer any Property (each, a “ Release Property ”) and Lender shall release the Release Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property; provided that, except in the case of a Transfer and associated release of a Fully-Condemned Property or Property subject to a Casualty or as otherwise consented to by Lender in its sole discretion, (i) there shall be no more than one date in each calendar quarter on which any Transfers and associated releases occur and (ii) no Transfer or associated release shall occur prior to the first anniversary of the Closing Date or after the Yield Maintenance End Date; and provided , further , that, unless otherwise consented to by Lender in its sole discretion, the following conditions precedent to such Transfer are satisfied as determined by Lender in its sole discretion and Borrower is notified in writing of Lender’s determination in accordance with Section 2.12 :

(a)      Borrower shall submit to Lender, not less than forty-five (45) days prior to the Transfer Date, a Request for Release, together with all attachments thereto and evidence reasonably satisfactory to Lender that the conditions precedent set forth in this Section 2.5 will be satisfied upon the consummation of such Transfer, and shall pay to Lender the Fannie Mae Release Fee concurrently therewith;

(b)      No Default or Event of Default has occurred and is continuing;

(c)      (i) After giving pro forma 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, as of the most recent Calculation Date, (x) the DSCR Collateral Event Test is satisfied and (y) the Debt Service Coverage Ratio is not less than the Debt Service Coverage Ratio immediately prior to such Transfer and (ii) after giving effect to such Transfer, (x) the Loan LTV Test is satisfied and (y) the Loan LTV is not greater than the Loan LTV immediately prior to such Transfer, in each case, as determined by Lender in accordance with Section 2.12.1 ;

(d)      After giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Release Property, the Pool Geographic Test is satisfied as of the most recent Calculation Date, as determined by Lender in accordance with Section 2.12.1 ; provided that, if such Release Property is located in a Specified IH Market, clause (iii) of the Pool Geographic Test shall be deemed inapplicable for satisfaction of this clause (d) ;

(e)      The Release Property shall be Transferred to a Person other than Borrower, any other Loan Party or, unless such Release Property is a Designated HOA Property, a Fully-Condemned Property or a Property subject to a Casualty, any Affiliate of Borrower or any other Loan Party (other than Borrower or any other Loan Party);

(f)      Except for a release of a Designated HOA Property, a Fully-Condemned Property, or a Property subject to a Casualty, the Release Property shall be Transferred pursuant to a bona fide all-cash sale of the Release Property on arms-length terms and conditions, as determined by Lender in its sole discretion;

(g)      On or prior to the Transfer Date, Borrower shall prepay the Outstanding Principal Balance by an amount equal to the applicable Release Amount for the Release Property and Borrower shall comply with the provisions and pay to Lender the amounts set forth in Section 2.4.5 ;

(h)      If a Trigger Period is continuing on the Transfer Date, the excess, if any, of (i) the Net Transfer Proceeds for the Release Property over (ii) the applicable Release Amount for the Release Property and any other amounts payable to Lender in connection with such Transfer, shall be deposited into the Cash Collateral Account;

(i)      Borrower shall furnish or cause to be furnished to Lender in such manner and in such detail as may be requested by Lender such information, documents, records or reports as may be requested by Lender in connection with evaluating whether such Transfer satisfies the conditions set forth in this Section 2.5 ;

(j)      Borrower shall submit to Lender, not less than thirty (30) days prior to the Transfer Date , a draft release for the applicable Mortgage Documents (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Release Property encumber other Property(ies) in addition to the Release Property, such release shall be a partial release that relates only to the Release Property and does not affect the Liens and security interests encumbering or on the other Property(ies)), in each case, in form and substance appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions protecting the rights of Lender. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such Transfer;

(k)      Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with any such Transfer and the current reasonable and customary fee being assessed by Servicer for its own account to effect such Transfer;

(l)      The Release Property is a separate legal parcel from the property remaining encumbered by Mortgages; and

(m)      Borrower shall deliver to Lender an Officer’s Certificate certifying that this Section 2.5 has been complied with in its entirety.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio, expressed as a percentage, of the Outstanding Principal Balance to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the Transfer of the Release Property, no Transfer will be permitted unless the Outstanding Principal Balance is prepaid by an amount not less than the greater of (i) the Release Amount or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this paragraph is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the Transfer of the Release Property. Further, no Transfer will be permitted unless immediately after such Transfer, the Outstanding Principal Balance will not exceed one hundred percent (100%) of the aggregate fair market value of the remaining Properties (which fair market value is determined for these purposes based on the aggregate Property Values of the remaining Properties).

Notwithstanding anything in the contrary, this Section 2.5 shall not apply to (1) any Transfer and associated release that is part of a Substitution (which shall be governed by Section 2.7 ), (2) except as otherwise expressly provided in Section 2.6 , any Transfer and associated release that is part of a Special Release (which shall be governed by Section 2.6 ), (3) any Transfer and associated release of a Disqualified Property (which shall be governed by Section 2.4.3(a) ) or (4) any Transfer to a Borrower TRS (which shall be governed by Section 4.1.23 ).

Section 4.6      Special Releases .

(a)      After the first anniversary of the Closing Date but prior to the fifth anniversary of the Closing Date, not more than two (2) times over the Term, Borrower may Transfer Properties with an aggregate Allocated Loan Amount of up to fifteen percent (15%) of the Outstanding Principal Balance as of the related Transfer Date (which, for the avoidance of doubt, shall be determined after giving effect to the adjustments referred to in clause (b) of this Section 2.6 ) to any Person that is not a Loan Party and Lender shall release each such Property from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property; provided that, unless otherwise consented to by Lender in its sole discretion, the following conditions precedent are satisfied as determined by Lender in its sole discretion and notified to Borrower in accordance with Section 2.12 :

(i)      (x) After giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Special Release Properties, as of the most recent Calculation Date, (1) the Debt Service Coverage Ratio is not less than Closing Date DSCR and (2) the Pool Geographic Test is satisfied and (y) after giving effect to such Special Release, (1) the Loan LTV is not greater than the Closing Date Loan LTV and (2) with respect to each Property other than the Specified Release Properties, the Property LTV Test is satisfied, in each case, as determined by Lender in accordance with Section 2.12.1 ;

(ii)      The conditions set forth in clauses (a) , (b) and (i) through (l) of Section 2.5 shall be satisfied; and

(iii)      Borrower shall deliver to Lender an Officer’s Certificate certifying that this Section 2.6 has been complied with in its entirety.

(b)      Both immediately prior to and immediately following any Special Release, Lender shall adjust the Allocated Loan Amount for each Property such that each such Allocated Loan Amount is equal to the related Property’s ratable portion of the Outstanding Principal Balance based on the Property Values of the Properties as of such date.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and the ratio, expressed as a percentage, of the Outstanding Principal Balance to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of any personal property (other than fixtures) or going concern value, if any) exceeds or would exceed one hundred twenty-five percent (125%) immediately after giving effect to the Special Release, no Special Release will be permitted unless the Outstanding Principal Balance is prepaid by an amount not less than the greater of (i) the Release Amount for the Transferred Properties or (ii) the least amount that is a “qualified amount” as that term is defined in IRS Revenue Procedure 2010-30, as the same may be amended, replaced, supplemented or modified from time to time, unless Lender receives an opinion of counsel that, if this paragraph is applicable but not followed or is no longer applicable at the time of such release, the Securitization will not fail to maintain its status as a REMIC Trust as a result of the Special Release. Further, no Special Release will be permitted unless immediately after such Special Release, the Outstanding Principal Balance will not exceed one hundred percent (100%) of the aggregate fair market value of the remaining Properties (which fair market value is determined for these purposes based on the aggregate Property Values of the remaining Properties).

Section 4.7      Substitutions .

Borrower may substitute any Property or a portfolio of Properties (each, an “ Replaced Property ” and collectively, the “ Replaced Properties ”) with a substitute Eligible Property or a portfolio of Eligible Properties (each, a “ Substitute Property ” and collectively, the “ Substitute Properties ” and any such substitution, a “ Substitution ”) and Lender shall release the Replaced Property or portfolio of Replaced Properties from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Property; provided that, in the case of a proposed Substitution, unless otherwise consented to by Lender in its sole discretion, the following conditions are satisfied as determined by Lender in its sole discretion and notified to Borrower in accordance with Section 2.12 :

(i)      Borrower shall have submitted to Lender, not less than forty-five (45) days prior to the proposed Substitution Date, notice of the proposed Substitution, and shall pay to Lender the Fannie Mae Substitution Fee concurrently therewith;

(ii)      each Substitute Property is either a detached single-family residential real property or a townhome (so long as townhomes constitute no more than two percent (2%) of the Properties by Property Value), but excluding condominiums, housing cooperatives and manufactured housing;

(iii)      no Default or Event of Default shall have occurred and be continuing except as related to, and cured by the removal of, the Replaced Property or Replaced Properties being substituted;

(iv)      Lender shall have obtained a Broker Price Opinion for the Substitute Property (or portfolio of Substitute Properties) being substituted and based on such Broker Price Opinion as adjusted by Lender in its sole discretion and otherwise as determined by Lender in accordance with Section 2.12.1 , (1) the Substitute Property (or portfolio of Substitute Properties) being substituted shall have the same or greater Initial BPO Value as the greater of (x) the Initial BPO Value of the Replaced Property (or portfolio of Replaced Properties) being substituted and (y) the Property Value of the Replaced Property (or portfolio of Replaced Properties) being substituted and (2) the Property LTV Test is satisfied with respect to the Substitute Property (or each Substitute Property in a portfolio of Substitute Properties) being substituted;

(v)      (1) after giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Replaced Property (or portfolio of Replaced Properties) being substituted and inclusion of the Underwritten Net Cash Flow for the Substitute Property (or portfolio of Substitute Properties) being substituted, as of the most recent Calculation Date, (x) the DSCR Collateral Event Test is satisfied and (y) the Debt Service Coverage Ratio is not less than the Debt Service Coverage Ratio immediately prior to such Substitution and (2) after giving effect to the elimination of the Replaced Property (or portfolio of Replaced Properties) and inclusion of the Substitute Property (or portfolio of Substitute Properties) being substituted, (x) the Loan LTV Test is satisfied and (y) the Loan LTV is not greater than the Loan LTV immediately prior to such Substitution, in each case, as determined by Lender in accordance with Section 2.12.1 ;

(vi)      if the Substitute Property (or any Substitute Property in a portfolio of Substitute Properties) being substituted is located in a Specified IH Market, after giving pro forma effect to the elimination of the Underwritten Net Cash Flow for the Replaced Property (or portfolio of Replaced Properties) being substituted and inclusion of the Underwritten Net Cash Flow for the Substitute Property (or portfolio of Substitute Properties) being substituted, the Pool Geographic Test is satisfied as of the most recent Calculation Date, as determined by Lender in accordance with Section 2.12.1 ;

(vii)      each Substitute Property satisfies each of the Property Representations and is in compliance with each of the Property Covenants on the Substitution Date after giving effect to the Substitution, together with any evidence requested by Lender to verify the same;

(viii)      the Eligible Lease for each Substitute Property shall have a remaining contractual term of at least six (6) months (without giving effect to any extension option in such lease);

(ix)      the in place Rents under the Lease(s) for the Substitute Property (or portfolio of Substitute Properties) being substituted shall be equal to or greater than the greater of (A) the in place Rents under the Lease(s) for the Replaced Property (or portfolio of Replaced Properties) being substituted measured as of the Substitution Date and (B) the in place Rents under the Lease(s) for the Replaced Property (or portfolio of Replaced Properties) being substituted measured as of the Closing Date as determined by Lender in its sole discretion;

(x)      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 Lender 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;

(xi)      Borrower shall deliver on or prior to the Substitution Date evidence satisfactory to Lender that each Substitute Property is insured pursuant to Policies meeting the requirements of Article 5 ;

(xii)      Borrower shall deliver to Lender the Property File with respect to each Substitute Property and Lender shall have reviewed and determined that such Property File is complete and otherwise satisfies the applicable requirements set forth in the Property Representations;

(xiii)      Borrower shall have executed and delivered to Lender the Mortgage Documents with respect to each Substitute Property, which shall be in substantially the same form as the Mortgage, Assignment of Leases and Rents and Fixture Filing, if applicable, executed and/or delivered on the Closing Date (or with respect to any such Replaced Property which was previously a Substitute Property, the date such Replaced Property became collateral for the Loan) with such changes as may be necessitated or appropriate (as reasonably determined by Lender) for the jurisdiction in which the Substitute Property is located, and which may, in Lender’s reasonable discretion, be Mortgage Documents with respect to only such Substitute Property (and in the event the Substitute Property is located in the same county or parish in which one or more other Properties (other than the Replaced Property or Replaced Properties being substituted) is located, such Mortgage and Assignment of Leases and Rents may be in the form of an amendment and spreader agreement to the existing Mortgage and 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 Lender) (the “ Substitute Mortgage Documents ”);

(xiv)      Borrower shall deliver to Lender 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 Lender 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 otherwise in form and substance reasonably satisfactory to Lender;

(xv)      Lender shall have received a Title Insurance Policy for each Substitute Property (or, in the event a Substitute Property is located in the same county or parish in which one or more other Properties (other than a Replaced Property being substituted) is located, an endorsement to the existing Title Insurance Policy with respect to such Property or Properties located in the same county or parish as such Substitute Property in form and substance reasonably satisfactory to Lender) insuring the Lien of the Mortgage encumbering such Substitute Property as a valid first lien on such Substitute Property, free and clear of all exceptions other than the Permitted Liens;

(xvi)      each Substitute Property shall be located in a metropolitan statistical area that contains at least one Property described on the Properties Schedule as of the Closing Date;

(xvii)      no acquisition of a Substitute Property will result in Borrower or any other Loan Party incurring any indebtedness (except as permitted by this Agreement);

(xviii)      if any Lien, litigation or governmental proceeding is existing or pending or, to the actual knowledge of a Responsible Officer of Manager or a Loan Party, threatened against any Replaced Property being substituted with a Substitute Property or against such Substitute Property which may result in liability for Borrower, Borrower shall have deposited with Lender reserves reasonably satisfactory to Lender as security for the satisfaction of such liability;

(xix)      Borrower shall submit to Lender, not less than thirty (30) days prior to the Substitution Date, a draft release (and, in the event the Mortgage and the Assignment of Leases and Rents applicable to the Replaced Property or Replaced Properties encumbers other Property(ies) in addition to the Replaced Property or Replaced Properties, such release shall be a partial release that relates only to the Replaced Property or Replaced Properties being substituted and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such Replaced Property or Replaced Properties are located which contains standard provisions protecting the rights of Lender and any other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such Substitution;

(xx)      Borrower shall furnish or cause to be furnished to Lender in such manner and in such detail as may be requested by Lender such information, documents, records or reports as may be requested by Lender in connection with evaluating whether such Substitution satisfies the conditions set forth in this Section 2.7 ;

(xxi)      Borrower shall have paid all taxes and all reasonable out-of-pocket costs and expenses incurred by Lender and/or its Servicer in connection with the substitution (including, without limitation, costs and expenses incurred in connection with the release of the Replaced Property (or portfolio of Replaced Properties) being substituted from applicable Mortgage Documents) and, in addition, the current reasonable and customary fee being assessed by Servicer for its own account to effect Substitutions;

(xxii)      the Replaced Property or Replaced Properties shall constitute separate legal parcels from the property remaining encumbered by Mortgages, and each Substitute Property shall be comprised of one or more separate legal parcels on a stand-alone basis; and

(i)      Borrower shall deliver to Lender an Officer’s Certificate certifying that this Section 2.7 has been complied with in its entirety.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust, no Substitution under this Agreement will be permitted unless (1) either (aa) immediately after such Substitution, the ratio, expressed as a percentage, of the Outstanding Principal Balance to the value of the remaining Properties (as determined by Lender in its sole discretion using any commercially reasonable method permitted to a REMIC Trust; and which shall exclude the value of personal property (other than fixtures) or going concern value, if any) is equal to or less than one hundred twenty-five percent (125%) or (bb) the ratio of the Outstanding Principal Balance to the value of the Properties (including the Substitute Property or Substitute Properties) will not increase as a result of such Substitution, or (2) Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of such Substitution. Further, no Substitution will be permitted unless immediately after such Substitution, the Outstanding Principal Balance will not exceed one hundred percent (100%) of the aggregate fair market value of the remaining Properties (which fair market value is determined for these purposes based on the aggregate Property Values of the remaining Properties).

Section 4.8      Yield Maintenance Premium . Upon any repayment or prepayment of the Loan (including in connection with an acceleration of the Loan but excluding in connection with any mandatory prepayment pursuant to Section 2.4.3(a) (except where such prepayment arises as a result of a Voluntary Action prior to the Yield Maintenance End Date) or Section 2.4.3(c) ) made prior to the Yield Maintenance End Date, Borrower shall pay to Lender on the date of such repayment or prepayment (or acceleration of the Loan) the Yield Maintenance Premium applicable thereto. All Yield Maintenance Premium payments hereunder shall be deemed to be earned by Lender upon the funding of the Loan.

Section 4.9      [Reserved] .

Section 4.10      Taxes .

4.10.6      Defined Terms . For purposes of this Section 2.10 , the term “applicable law” includes FATCA.

4.10.7      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 2.10 ) Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

4.10.8      Payment of Other Taxes by Borrower . Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.

4.10.9      Indemnification by the Loan Parties . Borrower shall indemnify Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10 ) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable 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. A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.

4.10.10      Evidence of Payments . As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 2.10 , Borrower shall deliver to Lender 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 Lender.

4.10.11      Status of Lender .

(a)      If Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document then Lender shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not 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 2.10.6(b)(i), (b)(ii) and (b)(iv) below) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender.

(b)      Without limiting the generality of the foregoing,

(i)      If Lender is a U.S. Person it shall deliver to Borrower (in such number of copies as shall be reasonably requested by Borrower) 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), executed originals of IRS Form W-9 certifying that Lender is exempt from U.S. federal backup withholding tax;

(ii)      If Lender is a Foreign Lender it shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be reasonably requested by Borrower) on or prior to the date on which it becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), whichever of the following is applicable:

(A)      in the case of a Foreign Lender 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 (in the case of an individual) or W-8BEN-E (in the case of an entity) 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 (in the case of an individual) or W-8BEN-E (in the case of an entity) 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;

(B)      executed originals of IRS Form W-8ECI;

(C)      in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) or 871(h) of the Code, (x) a certificate substantially in the form of Exhibit F-1 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 (in the case of an individual) or W-8BEN-E (in the case of an entity); or

(D)      to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN (in the case of an individual) or W-8BEN-E (in the case of an entity), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, 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 interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(iii)      any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be reasonably requested by Borrower) 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), 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 Borrower to determine the withholding or deduction required to be made; and

(iv)      if a payment made to Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if 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), Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower 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 Borrower as may be necessary for Borrower to comply with its obligations under FATCA and to determine that Lender has complied with Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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 in writing of its legal inability to do so.

4.10.12      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 2.10 (including by the payment of additional amounts pursuant to this Section 2.10 ), 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 with respect to the Taxes giving rise to such refund), net of all out-of-pocket 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 2.10.7 (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 2.10.7 , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.10.7 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.10.7 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.

4.10.13      Survival . Each party’s obligations under this Section 2.10 shall survive any assignment of rights by, or the replacement of, Lender and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 4.11      Quarterly Lender Calculations and Valuations .

2.11.1      Asset Performance Calculations . Promptly, but in any event within forty-five (45) days after receipt of each of the Properties Schedule and Compliance Certificate required to be delivered by Borrower pursuant to Sections 4.3.6 and 4.3.1(f) with respect to each calendar quarter (collectively, the “ Specified Calculation Date Deliveries ”), together with the other related Live Data Files required to be delivered pursuant to Section 4.3.13 , Lender shall prepare and deliver to Borrower a Calculation Date Report setting forth the following information for and as of, as applicable, the corresponding Calculation Date (collectively, the “ Calculation Date Metrics ”): (i) the Property Value for each Property, (ii) the aggregate Property Values for the Properties, (iii) the aggregate Underwritten Net Cash Flow for all Properties on a pool level, including each of the components thereof, (iv) the aggregate Underwritten Net Cash Flow for the Properties in each IH Market and in each Specified IH Market, (v) the Debt Service Coverage Ratio on a pool level, (vi) the Debt Yield on a pool level, (vii) the Loan LTV, (viii) the Property LTV for each Property, (ix) the Allocated Loan Amount for each Property and (x) based on the foregoing inputs, as applicable, whether a Low Debt Yield Period or Low DSCR Period is continuing, in each case of the foregoing clauses (i) through (ix) , setting forth in comparative form the corresponding Calculation Date Metrics as reported by Borrower. Lender’s determination of each of the Calculation Date Metrics shall be based on information contained in the Specified Calculation Date Deliveries and Live Data Files; provided that Lender shall perform such procedures and calculations and make such adjustments and modifications as it deems necessary or appropriate to determine the Calculation Date Metrics in accordance with this Agreement, all in its reasonable discretion. The Calculation Date Metrics as set forth in any Calculation Date Report shall be conclusive and binding on Borrower absent manifest error. If Borrower believes any such error exists, Borrower shall notify Lender within ten (10) Business Days after delivery of the applicable Calculation Date Report and, to the extent such manifest error is present as confirmed by Lender by written notice to Borrower, such Calculation Date Report shall be revised, such revised version replacing the erroneous version as the definitive Calculation Date Report for such Calculation Date. Notwithstanding anything to the contrary set forth above, (a) prior to the first date on which the Specified Calculation Date Deliveries are required to be delivered, unless otherwise expressly set forth in the definitions (or component definitions) thereof, each of the Calculation Date Metrics shall be determined based on the information set forth in the Closing Date Properties Schedule, (b) if Borrower fails to deliver the Specified Calculation Date Deliveries as and when required under Section 4.3 , the Calculation Date Metrics for the corresponding Calculation Date shall be as determined by Lender in its sole discretion as set forth in a report delivered to Borrower within forty-five (45) days after the date such Specified Calculation Date Deliveries were required to be delivered (which report shall be deemed to constitute the Calculation Date Report with respect to such Calculation Date) and (c) if Lender fails to deliver a Calculation Date Report within the time period required therefor, Borrower shall deliver written notice to Lender stating that Lender’s response is required and Lender shall have an additional ten (10) days from receipt of such notice to deliver such Calculation Date Report, failing which the Calculation Date Report with respect to such Calculation Date shall be deemed to reflect the Calculation Date Metrics as reported by the Borrower in the Specified Calculation Date Deliveries.

4.11.6      Valuations . Concurrently with delivery of each Calculation Date Report, Lender shall deliver to Borrower a statement (the “ Quarterly Valuation Statement ”) setting forth Lender’s determination of the Property Value for and the Allocated Loan Amount of each Property. Lender shall determine the Property Value for each Property based on the Property Value in the immediately preceding Quarterly Valuation Statement for such Property with such adjustments (if any) based on use of the Fannie Mae HPI index or other nationally recognized index as well as any other adjustments Lender deems necessary or appropriate in its reasonable discretion. Lender shall determine the Allocated Loan Amount for each Property by adjusting the Allocated Loan Amount for such Property as of the related Calculation Date such that such Allocated Loan Amount is equal to such Property’s ratable portion of the Outstanding Principal Balance based on the Property Values of all Properties determined in accordance with the preceding sentence. The Property Values and Allocated Loan Amounts as set forth in any Quarterly Valuation Statement shall be conclusive and binding on Borrower absent manifest error. If Borrower believes any such error exists, Borrower shall notify Lender within ten (10) Business Days after delivery of the applicable Quarterly Valuation Statement and, to the extent such manifest error is present as confirmed by Lender by written notice to Borrower, such Quarterly Valuation Statement shall be revised, such revised version replacing the erroneous version as the definitive Quarterly Valuation Statement with respect to such Calculation Date. If Lender fails to deliver a Quarterly Valuation Statement within the time period required therefor, Borrower shall deliver written notice to Lender stating that Lender’s response is required and Lender shall have an additional ten (10) days from receipt of such notice to deliver such Quarterly Valuation Statement, failing which the Quarterly Valuation Statement with respect to such Calculation Date shall be deemed to be the Quarterly Valuation Statement most recently delivered by Lender. Notwithstanding the anything in this Section 2.11.2 , for purposes of any Calculation Date Report and any Calculation Date Metrics to be set forth therein, the Property Value and the Allocated Loan Amount for any Property (individually as Calculation Date Metrics and to the extent constituting components of any other Calculation Date Metrics) shall be based on the Property Value for such Property in the immediately preceding Quarterly Valuation Statement and Allocated Loan Amount for such Property as of the related Calculation Date, respectively (and not the Property Value and Allocated Loan Amount set forth in the Quarterly Valuation Statement delivered with such Calculation Date Report).

Section 4.12      Collateral Event Procedures .

2.12.1      Collateral Event Calculations . Promptly, but in any event within forty-five (45) days after receipt by Lender of any Request for Release pursuant to Section 2.5 or Section 2.6 or any notice of a proposed Substitution pursuant to Section 2.7 , Lender shall perform each of the calculations necessary to determine whether the conditions set forth in Section 2.5(c) and (d) , Section 2.6(a)(i) or Section 2.7(iv), (v) and (vi) , as applicable, are satisfied with respect to the applicable Collateral Event and provide Borrower with a written report which sets forth such calculations (a “ Collateral Event Report ”). Except in the case of the Property Value of any Property with respect to which the related Transfer Date or Substitution Date, as applicable, is a New BPO Date or in the case of the Underwritten Net Cash Flow of any Substitute Property, such calculations (including the pro forma effect given to the applicable Collateral Event) shall be based on the Calculation Date Metrics determined by Lender and set forth in the most recent Calculation Date Report (or, in the case of the Property Value or Allocated Loan Amount for any Property with respect to which the related Transfer Date or Substitution Date, as applicable, is not a New BPO Date, as set forth in the most recent Quarterly Valuation Statement). For any Property as to which the related Transfer Date or Substitution Date, as applicable, will be a New BPO Date, the Property Value of such Property shall be as set forth in clause (i) of the definition thereof. For any Substitute Property, Underwritten Net Cash Flow (and the components thereof) shall be determined by Lender based on information provided by Borrower; provided that Lender shall perform such procedures and calculations and make such adjustments and modifications as it deems necessary or appropriate to determine the Underwritten Net Cash Flow (and the components thereof) in accordance with this Agreement, all in its sole discretion. The calculations set forth in the Collateral Event Report shall be conclusive and binding on Borrower absent manifest error. If Borrower believes any such error exists, Borrower shall notify Lender within three (3) Business Days after delivery of the Collateral Event Report and, to the extent such manifest error is present as confirmed by Lender by written notice to Borrower, the Collateral Event Report shall be revised, such revised version replacing the erroneous version as the definitive Collateral Event Report.

2.12.2     Collateral Event Conditions . In addition to Lender’s determination of the calculations described in Section 2.12.1 above, Lender shall review each of the conditions required to be satisfied in connection with any Collateral Event and shall determine whether each such condition is satisfied by, among other things, reviewing (or cause to be reviewed) the deliveries to be provided by Borrower pursuant to Section 2.4.3(a) , 2.5 , 2.6 , 2.7 or 4.1.23 , as applicable, and shall provide written notice to Borrower prior to the proposed Transfer Date or Substitution Date, as applicable, as to its determination, which shall be conclusive and binding on Borrower.

Article 5     

REPRESENTATIONS AND WARRANTIES

Section 5.1      General Representations . Borrower represents and warrants to Lender 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 :

5.1.6      Organization; Special Purpose . Each Loan Party and each SPC Party has been duly organized and is validly existing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Each Loan Party and each SPC Party is duly qualified to do business and in good standing 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 and each SPC 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 Material Adverse Effect. The sole business of Borrower is the acquisition, ownership, maintenance, sale, transfer, refinancing, management, leasing and operation of the Properties; the sole business of Borrower GP is acting as the sole general partner of Borrower, including, providing the Borrower GP Guaranty and the Borrower GP Security Agreement; and the sole business of Equity Owner is acting as the sole limited partner of Borrower and the sole member of Borrower GP, including, providing the Equity Owner Guaranty and the Equity Owner Security Agreement. Each Loan Party and each SPC Party is a Special Purpose Bankruptcy Remote Entity.

5.1.7      Proceedings; Enforceability . Each Loan Party has taken all necessary 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 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.

5.1.8      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 Constituent 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 any Loan Party is a party or to, which any of each 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 Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the assets of any Loan Party. Any consent, approval, authorization, order, registration or qualification of or with any such Governmental Authority required for the execution, delivery and performance by each Loan Party of this Agreement or any other Loan Documents to which it is a party has been obtained and is in full force and effect.

5.1.9      Litigation . There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity now pending or, to the actual knowledge of a Responsible Officer of Manager or any Loan Party, threatened, against or affecting any Loan Party or any SPC Party or Manager, as applicable, which actions, suits or proceedings (i) involve this Agreement, the Mortgage Documents, the Loan Documents or the transactions contemplated 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 or any SPC Party that has not been paid in full that would otherwise constitute an Event of Default under Section 8.1 .

5.1.10      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, no Loan Party has a material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Loan Party is a party other than, with respect to Borrower, the Management Agreement.

5.1.11      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, 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.

5.1.12      Solvency . Each Loan Party and each SPC Party has (a) not entered into the transaction contemplated by this Agreement nor executed any Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to the Loans, each Loan Party and each SPC Party is Solvent. No petition in bankruptcy has been filed against any Loan Party or any SPC Party in the last seven (7) years, and no Loan Party in the last seven (7) years has made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. No Loan Party or SPC 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 or SPC Party.

5.1.13      Employee Benefit Matters .

(a)      Assuming no portion of the assets used by Lender to fund the Loan constitutes the assets of an ERISA Plan, the assets of each Loan Party do not constitute “plan assets” of (a) any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) any “plan” (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code or (c) any employee benefit plan or plan that is not subject to Title I of ERISA or Section 4975 of the Code but is subject to any law, rule or regulation applicable to such Loan Party which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (each of (a), (b) and (c), an “ ERISA Plan ”) with the result that the transactions contemplated by this Agreement, including, but not limited to, the exercise by Lender of any rights under the Loan Documents will constitute a non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. No Loan Party or any of its ERISA Affiliates sponsors, maintains or contributes to any Plans or Foreign Plans. None of Equity Owner GP, any Loan Party or any of their respective Subsidiaries has any employees.

(b)      Each Plan (and each related trust, insurance contract or fund) is in compliance in all materials respects with its terms and will all applicable laws, including without limitation ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) of the Code as currently in effect has been determined by the IRS to be so qualified, and each trust related to any such Plan has been determined to be exempt from federal income tax under Section 501(a) of the Code as currently in effect, and no event has taken place which could reasonably be expected to cause the loss of such qualified status and exempt status. With respect to each Plan of a Loan Party, each Loan Party and all of its ERISA Affiliates have satisfied the minimum funding standard under Section 412(a) of the Code and Section 302(a) of ERISA and paid all required minimum contributions and all required installments on or before the due dates under Section 430(j) of the Code and Section 303(j) of ERISA. Neither any Loan Party nor any of its ERISA Affiliates has filed, pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, an application for a waiver of the minimum funding standard. Neither any Loan Party nor any of its ERISA Affiliates has incurred any liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. No Plan is in “at risk” status within the meaning of Section 430(i) of the Code or Section 303(j) of ERISA. There are no existing, pending or threatened claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Plan to which any Loan Party or any of its ERISA Affiliates has incurred or otherwise has or could have an obligation or any liability. 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.

(c)      Each Foreign Plan is in compliance in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such plan. The aggregate of the liabilities to provide all of the accrued benefits under each Foreign Plan does not exceed the current fair market value of the assets held in the trust or other funding vehicle for such plan. There are no actions, suits or claims (other than routine claims for benefits) pending or threatened against any Loan Party or any of its ERISA Affiliates with respect to any Foreign Plan.

5.1.14      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.

5.1.15      Perfection Representations .

(a)      The Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement create valid and continuing security interests (as defined in the applicable UCC) in the personal property Collateral in favor of Lender, 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 each Loan Party, 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 in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted to Lender hereunder in the Collateral that may be perfected by filing a financing statement.

(c)      Other than the security interest granted to Lender pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement and in connection with the 2014-1 Loan (which has been satisfied in full 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 Lender hereunder 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 Lender.

(e)      The grant of the security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each 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 VII . Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII , each Loan Party does not have trade names, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII .

(g)      Borrower is a limited partnership, and the jurisdiction in which Borrower is organized is Delaware. Borrower’s Tax I.D. number is 80-0959941 and Borrower’s Delaware Organizational I.D. number is 5429856.

5.1.16      Business . Since its formation, no Loan Party has conducted any business other than entering into and performing its obligations under the Loan Documents to which it is a party and as described on Schedule IV . Since the date of formation of each Loan Party, no event has occurred which would reasonably be expected to have a Material Adverse Effect. As of the date hereof, no Loan Party owns or holds, directly or indirectly (a) any capital stock or equity security of, or any equity interest in, any Person other than a Loan Party, except as set forth on Schedule VIII or (b) any debt security or other evidence of indebtedness of any Person, except for Permitted Investments and as otherwise contemplated by the Loan Documents. Borrower does not have any subsidiaries.

5.1.17      Management . The ownership, leasing, management and collection practices used by each Loan Party and Manager with respect to the Properties have been, to the actual knowledge of the Responsible Officers of the Manager and each Loan Party, in compliance 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.

5.1.18      Financial Information . All financial data that have been delivered to Lender in connection with the Loan (a) 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 Lender prior to the date hereof), (b) accurately represent the financial condition of the Properties as of the date of such reports, and (c) 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 and that Borrower has no reason to believe that such projections were materially inaccurate. 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 materially adverse effect on the Properties or the operation thereof, except as referred to or reflected in said financial statements. Borrower has no liabilities or other obligations that arose or accrued prior to the date hereof that would reasonably be expected to have a Material Adverse Effect. Borrower has no known contingent liabilities.

5.1.19      Insurance . Borrower has obtained and delivered to Lender 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 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.

5.1.20      Tax Filings . Each Loan Party has filed, or caused to be filed, on a timely basis all Tax returns (including, without limitation, all foreign, federal, state, local and other Tax returns) required to be filed by it, 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 One Hundred Thousand and No/100 Dollars ($100,000) in the aggregate) payable by such Loan Party except as permitted by Section 4.1.3 or 4.4.7 . 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.

5.1.21      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 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.

5.1.22      Organizational Chart . The organizational chart attached as Schedule II , relating to the Loan Parties and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof. No Person other than those Persons shown on Schedule II has any ownership interest in, or right of control, directly or indirectly, in Borrower or any other Loan Party.

5.1.23      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.

5.1.24      FIRPTA . No Loan Party is a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

5.1.25      Investment Company Act . No Loan Party or any Person controlling such Loan Party, including Sponsor, is required to register as an “investment company” under the Investment Company Act of 1940, as amended.

5.1.26      Fiscal Year . Each fiscal year of Borrower commences on January 1.

5.1.27      Other Debt . No Loan Party has any Indebtedness other than, with respect to Borrower, Permitted Indebtedness, and with respect to each Guarantor, Guarantor Permitted Indebtedness. 

5.1.28      Contracts .

(a)      Borrower has not entered into, and is not bound by, any Major Contract which continues in existence, except those previously disclosed in writing to Lender.

(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 and Manager, there are no monetary or other material defaults thereunder by any other party thereto. None of Borrower, Manager, any Affiliate of Borrower 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 Lender that are true, correct and complete in all material respects.

(d)      Except for the Manager under the Management Agreement, no Major Contract has as a party an Affiliate of Borrower. All fees and other compensation for services previously performed under the Management Agreement have been paid in full.

5.1.29      Full and Accurate Disclosure . All information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of each Loan Party to Lender 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 projections, forward looking statements, budgets, estimates and general market data as to which each Loan Party only represents and warrants that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time), 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.

5.1.30      Illegal Activity . None of the Properties has been or will be purchased with proceeds of any illegal activity.

5.1.31      Patriot Act .

(a)      No Relevant Party nor to Borrower’s knowledge any owner of a direct or indirect ownership or economic interest in any Loan Party or, to Borrower’s knowledge, any Person that has or will have an interest in the transaction contemplated by this Agreement or in the Properties or will participate, in any manner whatsoever, in the Loan: (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (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, (iv) has received notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act or is currently otherwise under investigation by any Governmental Authority for alleged criminal activity, (v) has failed to operate under policies, procedures and practices, if any, that are not in compliant with the Patriot Act, such policies, procedures and practices to be available to Lender for Lender’s review and inspection during normal business hours and upon reasonable prior notice or (vi) is owned or controlled by or now acting and or will in the future act for or on behalf of any person listed on any Government List or any other 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.

(b)      At the time Borrower first entered into a Lease with each Tenant (excluding any Tenant who occupied a Property pursuant to an in-place Lease when such Property was acquired by Borrower’s Affiliate), no such Tenant was listed on either of the Government Lists described in Section 4.1.17 .

Section 5.2      Property Representations . Borrower represents and warrants to Lender with respect to each Property as follows:

5.2.6      Property/Title .

(a)      Borrower has good and marketable fee simple legal and equitable title to the real property comprising the Property, subject to Permitted Liens. 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 the 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.

(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 the 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 with respect to such Property, including the Mortgages, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the 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 Policy and the Title Insurance Owner’s Policy for such Property.

(c)      The 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. The Property is comprised of one (1) or more separate legal parcels and no portion of any Property constitutes a portion of any legal parcel not a part of such Property. All Improvements on such Property are within such Property’s boundaries and building restrictions lines and no Improvements on any adjoining property encroach on such Property except for such encroachments that are not reasonably likely to have an Individual Material Adverse Effect.

5.2.7      Adverse Claims . Borrower’s ownership of the Property is free and clear of any Liens other than Permitted Liens.

5.2.8      Title Insurance Owner’s Policy . The Property File for the Property includes either (a) a 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 the Property, issued by a Qualified Title Insurance Company with no title exceptions other than Permitted Liens or (b) a marked or initialed binding commitment that is effective as a Title Insurance Owner’s Policy in respect of such Property in an amount equal to or greater than the initial Allocated Loan Amount of the Property, issued by a Qualified Title Insurance Company 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.

5.2.9      Deed . The Property File for such Property includes a deed for such Property conveying the Property to Borrower, with vesting in the actual name of Borrower or 2014-1 IH Borrower L.P., which is the name of the Borrower prior to the name change that occurred as of the date hereof, with a certification from Borrower that such Property’s deed has been recorded or presented to and accepted for recording by the applicable Qualified Title Insurance Company issuing the related Title Insurance Owner’s Policy or binding commitment referred to in Section 3.2.3 , with all fees, premiums and deed stamps and other transfer taxes paid.

5.2.10      Mortgage File Required Documents . The Property File for the Property includes (a) either (i) certified or file stamped (in each case by the applicable land registry) original executed Mortgage Documents (which include a reference to the name change of the Borrower) or (ii) a copy of the Mortgage Documents (which include a reference to the name change of the Borrower) in recordable form that have been submitted by the title insurance company for recording in the jurisdiction in which such Property is located (with Lender and Borrower acknowledging that the Mortgage Documents delivered on the Closing Date consist solely of Mortgages (which include Assignments of Leases and Rents and Fixture Filings as a part thereof), and that no separate Assignments of Leases and Rents or Fixture Filings are included as part of the Mortgage Documents delivered at the Closing Date), (b) an opinion of counsel admitted to practice in the state in which such Property is located in form and substance reasonably satisfactory to Lender in respect of the enforceability of such Mortgage Documents and an opinion of counsel in form and substance reasonably satisfactory to Lender stating that the Mortgage Documents were duly authorized, executed and delivered by Borrower and that the execution and delivery of such Mortgage Loan Documents and the performance by Borrower of its obligations thereunder will not cause a breach of, or a default under, any agreement, document or instrument to which Borrower is a party or to which it or such Property is bound, (c) either (x) a Title Insurance Policy insuring the Lien of the Mortgage encumbering such Property, or (y) a marked or initialed binding commitment that is effective as a Title Insurance Policy in respect of such Property, in each case, issued by a Qualified Title Insurance Company with no title exceptions other than Permitted Liens, which commitment shall be accompanied by such other affidavits, transfer declarations and other documents specified in such commitment as necessary for the issuance of such Title Insurance Policy, and (d) evidence that all taxes, fees and other charges payable in connection therewith have been paid in full. GRC has delivered to the Lender the Closing Date GRC Certificate.

5.2.11      Property File . The Property File for such Property has been delivered to Lender and there is no Deficiency with respect to such Property File.

5.2.12      Property Taxes, Other Charges and HOA Fees . There are no delinquent Property Taxes, Other Charges or HOA Fees outstanding with respect to the Property, other than Property Taxes, Other Charges or HOA Fees that may hereafter exist in accordance with Section 4.4.8 . As of the Closing Date, there are no pending or, to Borrower’s or Manager’s knowledge, proposed, special or other assessments for HOA improvements affecting the Property that would reasonably be expected to have an Individual Material Adverse Effect with respect to the Property.

5.2.13      Compliance with Renovation Standards . If the Property is a Vacant Property, it was previously subject to an Eligible Lease. If the Property is then subject to an Eligible Lease, or if the Property is a Vacant Property previously subject to an Eligible Lease, at the commencement of such Eligible Lease, such Property satisfied the Renovation Standards and all renovations thereto were conducted in accordance with applicable Legal Requirements, in all material respects.

5.2.14      Physical Condition . The Property is subject to an Eligible Lease or is a Vacant Property previously subject to an Eligible Lease, and at the commencement of such Eligible 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 the Property. All life safety repairs with respect to the Property, if any, identified by Lender and notified to Borrower as to be completed prior to the Closing Date have been so completed.

5.2.15      Brokers . There is no commission or other compensation payable to any broker or finder in connection with the purchase of the Property by Borrower or its Affiliate that has not been paid or is being contested in good faith by Borrower.

5.2.16      Leasing . As of the Property Cut Off Date, unless such Property is a Vacant Property, or, in case of any Substitute Property, as of the date such Property becomes a Substitute Property, the Property was leased by Borrower pursuant to an Eligible Lease and each such lease was in full force and effect and was not in default in any material respect. No Person (other than the 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. The copy of such Eligible Lease in the Property File is true and complete in all material respects and there are no material oral agreements with respect thereto. No Rent (or security deposits) has been paid more than one (1) month in advance of its due date. As of the date hereof, 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. The leasing of the Property has complied in all material respects with Borrower’s internal leasing guidelines.

5.2.17      Insurance . The 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 or Manager has taken (or omitted to take) any action that would impair or invalidate the coverage provided by any such policies. As of the date hereof, 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 the Property.

5.2.18      Lawsuits, Etc . As of the date hereof, 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 or Manager, threatened against or affecting the Property, which actions, suits or proceedings would reasonably be expected to have an Individual Material Adverse Effect on such Property.

5.2.19      Orders, Injunctions, Etc . There are no orders, injunctions, decrees or judgments outstanding with respect to the Property that would reasonably be expected to have an Individual Material Adverse Effect on such Property.

5.2.20      Agreements Relating to the Property . Borrower is not a party to any agreement or instrument or subject to any restriction of record which would reasonably be expected to have an Individual Material Adverse Effect on such Property. Borrower has not received notice of a 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 the Property is bound. Borrower does not have a material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument by which the 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 the Property. Neither the Property nor any part thereof are 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.

5.2.21      Accuracy of Information Regarding Property . The Property is not a housing cooperative or manufactured housing. All material information with respect to the Property included in the Property File and the Properties Schedule is true, complete and accurate in all material respects. If the Property is located in Nevada, (a) the HOA (if any) affecting such Property is accurately identified on Schedule XIV and (b) the notice address of each such HOA (if any) included in Schedule XIV hereof (as may be updated by Borrower from time to time by written notice to Lender) is true, complete, and accurate in all respects.

5.2.22      Compliance with Legal Requirements . The Property (including the leasing and intended use thereof) complies with all applicable Legal Requirements, including, without 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 the 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 the Property that has not been obtained, except as would not reasonably be expected to have an Individual Material Adverse Effect with respect to the 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 the Property or any part thereof.

5.2.23      Environmental Laws . The Property is in material compliance with all Environmental Laws. No Loan Party nor any Affiliate of any Loan Party has caused or has knowledge of any discharge, spill, uncontrolled loss or seepage of any Hazardous Substance onto any property comprising or adjoining any location of the Property, and no Loan Party nor any Affiliate of any Loan Party nor, to the actual knowledge of Borrower or Manager, any tenant or occupant of all or part of the Property, is now or has been involved in operations at any Property which would reasonably expected to lead to environmental liability for any Loan Party or any Affiliate of a Loan Party or the imposition of a Lien (other than a Permitted Lien) on the Property under any Environmental Law. There is no condition presently existing and no event has occurred or failed to occur prior to the date hereof, concerning the Property relating to any Hazardous Substance or other hazardous or toxic materials or condition, asbestos, mold or other environmental or similar matters which would reasonably be expected to have an Individual Material Adverse Effect on the Property.    

5.2.24      Utilities and Public Access . The Property has rights of access to public ways and is served by water, sewer or septic system, and storm drain facilities adequate to service the Property for its intended uses and all public utilities necessary or convenient to the full use and enjoyment of the Property are located either in the public right-of-way abutting the Property (which are connected so as to serve the Property without passing over other property) or in recorded easements serving the Property and such easements are set forth in and insured by the applicable Title Insurance Owner’s Policy and Title Insurance Policy and all roads necessary for the use of the Property for its intended purposes have been completed, except as would not reasonably be expected to have an Individual Material Adverse Effect with respect to the Property.

5.2.25      Eminent Domain . As of the date hereof, there is no proceeding pending or, to Borrower’s or Manager’s knowledge, threatened, for the total or partial condemnation or taking of the Property by eminent domain or for the relocation of roadways resulting in a failure of access to the Property on public roads.

5.2.26      Flood Zone . The 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 the Property.

5.2.27      Specified Liens . The Property will not be subject to any Specified Lien at any time on or after the first anniversary of the Closing Date.

Section 5.3      Survival of Representations . The representations and warranties set forth in this Article III and elsewhere in this Agreement and the other Loan Documents shall (a) survive until the Debt has been paid in full and (b) be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

Article 6     

COVENANTS

Section 6.1      Affirmative Covenants . Borrower shall comply with the following covenants:

6.1.6      Compliance with Laws, Etc . 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 and the Properties (and the use thereof), including, without limitation, building and zoning ordinances and codes and certificates of occupancy, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect

6.1.7      Preservation of Existence . Borrower shall and shall cause each other Loan Party and each SPC Party to (a) observe all procedures required by its Constituent Documents and preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and (b) qualify and remain qualified in good standing (where relevant) as a foreign limited liability company or limited partnership, as applicable, in each other jurisdiction where the nature of its business requires such qualification and to the extent such concept exists in such jurisdiction and where, in the case of clause (b) , except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

6.1.8      Non-Property Taxes . Borrower shall and shall cause each other Loan Party and each SPC 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 Non-Property Taxes now or hereafter levied, assessed or imposed on it as the same become due and payable; provided that, after prior notice to Lender, such Loan Party or such SPC 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 permit the Non-Property Taxes so contested to remain unpaid during any period, including appeals, when a Loan Party or SPC Party is in good faith contesting the same so long as (a) no Event of Default has occurred and remains uncured, (b) such proceeding shall be permitted under and be conducted in accordance with all applicable Legal Requirements, (c) no Property or other Collateral nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (d) the applicable Loan Party or SPC 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, (e) enforcement of the contested Non-Property Taxes is effectively stayed for the entire duration of such contest and no Lien is imposed on any Property or other Collateral, (f) any Non-Property Taxes determined to be due, together with any interest or penalties thereon, is promptly paid as required after final resolution of such contest, (g) to the extent such Non-Property Taxes (when aggregated with all other Taxes that any Loan Party or SPC Party is then contesting under this Section 4.1.3 or Section 4.4.8 and for which Borrower has not delivered to Lender any Contest Security) exceed One Million and No/100 Dollars ($1,000,000), Borrower shall deliver to Lender either (i) cash, or other security as may be approved by Lender, in an amount sufficient to insure the payment of any such Non-Property Taxes, together with all interest and penalties thereon or (ii) a payment and performance bond in an amount equal to one hundred percent (100%) of the contested amount from a surety acceptable to Lender in its reasonable discretion, (h) failure to pay such Non-Property Taxes will not subject Lender to any civil or criminal liability, (i) such contest shall not affect the ownership, use or occupancy of any Property or other Collateral, and (j) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (a) through (i) of this Section 4.1.3 . Notwithstanding the foregoing, Borrower shall and shall cause each other Loan Party and each SPC Party to pay any contested Non-Property Taxes (or, if cash or other security has been provided, Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto) if, in Lender’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.

6.1.9      Access to Properties . Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

6.1.10      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 Lender, to the extent required under the Loan Documents executed and delivered by, or applicable to, the Loan Party.

6.1.11      Awards and Insurance Benefits . Borrower shall cooperate with Lender, in accordance with the relevant provisions of this Agreement, to enable Lender to receive the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Property, and Lender shall be reimbursed for any expenses 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 Lender in case of Casualty or Condemnation affecting any Property or any part thereof) out of such Insurance Proceeds.

6.1.12      Security Interest; Further Assurances . Borrower shall and shall cause each other Loan Party to take all necessary action to establish and maintain, in favor of Lender a valid and perfected first priority security interest in all Collateral to the full extent contemplated herein, free and clear of any 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 Lender’s security interest in the Collateral). Borrower shall and shall cause each other Loan Party to, at the Loan Party’s 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 Lender 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 Collateral Documents or the enforceability of any guaranty or other Loan Document. Such financing statements may describe as the collateral covered thereby “all assets of the debtor, whether now owned or hereafter acquired” or words to that effect.

6.1.13      Keeping of Records and Books of Account . Borrower shall and shall cause each other Loan Party to maintain and implement administrative and operating procedures (including an ability to recreate records regarding the Properties in the event of the destruction of the originals thereof) and keep and maintain on a calendar year basis, in accordance with the requirements for a Special Purpose Bankruptcy Remote Entity set forth herein, as applicable, GAAP, and, to the extent required under Section 9.1 , the requirements of Regulation AB, proper and accurate documents, books, records and other information reasonably necessary for the collection of all Rents and other Collections and payments of its obligations. Such books and records shall include, without limitation, records adequate to permit the identification of each Property and all items of income and expense in connection with the operation of each Property. Lender shall have the right from time to time (but, in any event, not more than twice in any calendar year (unless an Event of Default shall have occurred and be continuing, in which case no such restriction shall apply)) during normal business hours upon reasonable notice (which may be given verbally) to Borrower to examine such books, records, accounts, agreements, leases, instruments and other documents and the collection systems of the Loan Parties and Manager at the offices of the Loan Parties or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. Borrower shall pay any reasonable out-of-pocket costs and expenses incurred by Lender in any such examination.

6.1.14      Special Purpose Bankruptcy Remote Entity/Separateness .

(a)      Borrower shall and shall cause each other Loan Party and each SPC Party to be and continue to be a Special Purpose Bankruptcy Remote 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. Each entity other than a Loan Party with respect to which an assumption is made or a fact stated in an 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.

6.1.15      Location of Records . Borrower shall and shall cause each other Loan Party to keep its chief place of business and chief executive office and the offices where it keeps the Records at the address(es) referred to on Schedule VII or upon thirty (30) days’ prior written notice to Lender, at any other location in the United States where all actions reasonably requested by Lender to protect and perfect the interests of Lender in the Collateral have been taken and completed.

6.1.16      Business and Operations . Borrower shall and shall cause each other Loan Party to, directly or through the Manager or subcontractors of the Manager (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 and shall cause each other Loan Party to 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 a Borrower TRS, as applicable, shall, at all times during the term of the Loan, continue to own or lease all equipment, fixtures and personal property which are necessary to operate the Properties.

6.1.17      Leasing Matters . Borrower shall (i) observe and perform the obligations imposed upon the lessor under the Leases for its 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. No Rent may be collected under any Lease for the Properties more than one (1) month in advance of its due date.

6.1.18      Property Management .

(a)      Borrower shall (i) cause 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 Lender of any default under the Management Agreement of which it is aware, (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement, and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by 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 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, Lender 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 fee payable to Manager for any Interest Period exceed the Management Fee Cap for such Interest Period and in no event shall Borrower pay or become obligated to pay to 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.

(b)      If any one or more of the following events occurs: (i) the occurrence of an Event of Default, (ii) 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) Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, then Lender shall have the right to require Borrower to replace the Manager and to enter into a Replacement Management Agreement with (x) a Qualified Manager selected by Borrower that is not an Affiliate of Borrower or (y) another property manager chosen by Borrower and approved by Lender; provided , that such approval shall be conditioned upon the Required Parties’ Approval as to such property manager. 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 Lender’s demand to replace the Manager, then Lender may choose the replacement property manager provided that such replacement property manager is a Qualified Manager or satisfies the conditions set forth in the foregoing clause (y) .

6.1.19      Property Files . Borrower will deliver to Lender all Property Files in an electronic format reasonably agreed by Lender and Borrower.

6.1.20      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 at a local bank which shall be an Eligible Institution, held in compliance with all Legal Requirements, and identified on Schedule XIII , as such schedule may be updated from time to time by delivery of written notice by the Borrower to Lender, and shall not be commingled with any other funds of Borrower. On or before the Closing Date, Borrower shall cause all security deposits of Tenants received by Borrower or Manager on or before the Closing Date to be deposited into a Security Deposit Account. Borrower shall cause all security deposits of Tenants received by Borrower or Manager after the Closing Date to be deposited into a Security Deposit Account, the Collection Account or a Rent Deposit Account within three (3) Business Days of receipt; provided that if Borrower receives a check or other payment that combines a security deposit of a Tenant together with Rent or other amounts owing by a Tenant, then Borrower shall deposit the combined payment into the Rent Deposit Account or Cash Management Account. Borrower shall maintain complete and accurate records of all transactions pertaining to security deposits of Tenants and the Security Deposit Accounts, with sufficient detail to identify all security deposits of Tenants separate and apart from other payments received from or by Tenants. Borrower shall, no less frequently than once each month, transfer into a Security Deposit Account any security deposits of Tenants previously received and deposited into the Collection Account or a Rent Deposit Account. The security deposits of Tenants shall be disbursed by Borrower 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 immediately deposit the proceeds thereof into a Rent Deposit Account or the Collection Account. Borrower shall pay for all expenses of opening and maintaining the Security Deposit Accounts. So long as the Debt is outstanding, except as otherwise provided in this Section 4.1.15(a) , Borrower shall not (and shall not permit Manager or any other Person to) open any other accounts for the deposit of security deposits of Tenants other than the Security Deposit Accounts.

(b)      Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing.

(c)      (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits of Tenants, and (ii) upon a foreclosure of any Property or action in lieu thereof, Borrower shall deliver to Lender (or Servicer) or to an account designated by Lender (or Servicer) the security deposit applicable to the Lease with respect to such Property, except, in each case, to the extent any such security deposits were previously deposited into a Rent Deposit Account or the Collection Account in accordance with Section 4.1.15(a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15(c) will be held by Lender (or Servicer) for the benefit of the applicable Tenants in accordance with the terms of the Leases and applicable law.

6.1.21      Anti-Money Laundering . Borrower shall and shall cause each other Relevant Party to comply in all material respects 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 shall provide notice to Lender, within two (2) Business Days, of any Anti-Money Laundering Law regulatory notice or action involving any Loan Party.

6.1.22      OFAC .

(a)      Borrower shall (i) prior to entering into a Lease with a Tenant, confirm that such Tenant (excluding any Tenant who occupied a Property pursuant to an in-place Lease when such Property was acquired by Borrower’s Affiliate) 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.

(b)      Notwithstanding the foregoing, if a Responsible Officer of a Loan Party or Manager obtains knowledge that a Tenant is on one of the lists described in Section 4.1.17(a) or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, it shall promptly provide notice of such determination to Lender.

6.1.23      Cooperate in Legal Proceedings . Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

6.1.24      Further Assurances . Borrower shall and shall cause each other Loan Party to, at Borrower’s sole cost and expense:

(a)      furnish to Lender all instruments, documents, certificates, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith.

(b)      cure any defects in the execution and delivery of the Loan Documents and execute and deliver, or cause to be executed and delivered, to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to correct any omissions in the Loan Documents, to evidence, preserve and/or protect the Collateral at any time securing or intended to secure the Obligations, as Lender may reasonably require; and

(c)      do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender may reasonably require from time to time.

6.1.25      Costs and Expenses .

(a)      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 Lender upon receipt of notice from Lender, for all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the Relevant Parties’ ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its 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 Section 10.20 ); (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and 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 Section 10.20 ); (iii) the negotiation, preparation, execution and delivery of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by any Relevant Party; (iv) filing and recording of any Loan Documents; (v) title insurance, surveys, inspections, Broker Price Opinions and broker opinions of market rent; (vi) the creation, perfection or protection of Lender’s Liens in the Collateral (including fees and expenses for title and lien searches, intangibles taxes, personal property taxes, mortgage recording taxes, due diligence expenses, travel expenses, accounting firm fees, environmental reports and Lender’s diligence consultant); (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; (viii) fees charged by Servicer (except to the extent expressly set forth in Section 10.20 ), the Directing Certificateholder and, if a Securitization has occurred and any Securities are then rated by any Ratings Agency, such Ratings Agency, in connection with the Loan or any modification thereof; 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; provided , however , 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 active gross negligence, illegal acts, fraud or willful misconduct of Lender; provided, further, that this Section 4.1.20 shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(b)      In addition, in connection with any Required Parties’ Approval, Review Waiver or other Lender or Rating Agency consent, approval or review requested or required hereunder (other than the initial review of the Loan by the Rating Agencies in connection with a Securitization), Borrower shall pay all of the costs and expenses of Lender, Servicer, the Directing Certificateholder and each Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by Lender, Servicer, the Directing Certificateholder or any Rating Agency in connection therewith. For the avoidance of doubt, the express inclusion of the fact that any action be taken or item to be provided be at the sole cost and expense of Borrower (or anything to that effect) does not limit the obligations of Borrower under this Section 4.1.20 or otherwise with respect to costs and expenses in any instance where it is not otherwise expressly stated but implied by virtue of this Section 4.1.20 .

(c)      Any costs and expenses due and payable by Borrower hereunder which are not paid by Borrower within ten (10) days after demand may be paid from any amounts in the Collection Account, with notice thereof to Borrower. The obligations and liabilities of Borrower under this Section 4.1.20 shall (i) become part of the Obligations, (ii) be secured by the Loan Documents and (iii) survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.

(d)      Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, each reference to costs and expenses due and payable by Borrower to Lender shall be deemed to include costs and expenses due and payable by Borrower to Lender, Servicer and the Directing Certificateholder and, for the avoidance of doubt, the express reference to the costs and expenses of Lender, Servicer and/or the Directing Certificateholder shall not limit the obligations of Borrower under this clause (d) of Section 4.1.20 in any instance where it is not otherwise expressly stated but implied that such costs and expenses are payable by the Borrower to any such Person.

6.1.26      Indemnity . Borrower shall indemnify, defend and hold harmless Lender from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (a) any breach by any Relevant Party of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents; and (b) the use or intended use of the proceeds of the Loan (collectively, the “ Indemnified Liabilities ”); provided , however , that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

6.1.27      ERISA Matters . Each Loan Party shall and shall cause each of its ERISA Affiliates to establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Code and all applicable laws, the regulations and interpretation thereunder and the respective requirements of the governing documents for such Plans. Each Loan Party shall and shall cause each of its ERISA Affiliates to establish, maintain and operate all Foreign Plans to comply in all material respects with all laws, regulations and rules applicable thereto and the respective requirements of the governing documents for such plans.

6.1.28      Formation of a Borrower TRS . If Borrower organizes a Borrower TRS then the following covenants shall be applicable:

(a)      Borrower shall cause such Borrower TRS to execute and deliver to Lender promptly after the formation of such Borrower TRS and, in any event, prior to contributing any Properties or other Collateral to such Borrower TRS: (i) a guaranty substantially in the form of the Equity Owner Guaranty, guaranteeing the Obligations; (ii) a security agreement, substantially in the form of the Borrower Security Agreement, pursuant to which all personal property assets of such Borrower TRS are pledged by such Borrower TRS as security for the Obligations and (iii) such other agreements, instruments, approvals, legal opinions or other documents as are reasonably requested by Lender in order to create, perfect or establish the first priority (subject to Permitted Liens) of any Lien purported to be covered by any such Collateral Documents or otherwise to effect the intent that all property and assets of such Borrower TRS shall become Collateral for the Obligations; provided , that for the avoidance of doubt, the Lien of the Mortgage encumbering any Property contributed to the 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 such Borrower TRS by Borrower;

(b)      Borrower shall deliver promptly after the formation of such Borrower TRS and, in any event, prior to contributing any Properties or other Collateral to such Borrower TRS: (i) an updated Exhibit D to the Borrower Security Agreement reflecting the pledge of Borrower’s capital stock in such Borrower TRS as Collateral for the Obligations; (ii) a certificate evidencing all of the capital stock of such Borrower TRS; (iii) undated stock powers or other appropriate instruments of assignment executed in blank with signature guaranteed and (iv) such other agreements, instruments, approvals, legal opinions or other documents as are reasonably requested by Lender in order to create, perfect or establish the first priority of (subject to Permitted Liens) Lender’s Lien in such capital stock or otherwise to effect the intent that such capital stock shall become Collateral for the Obligations; and

(c)      Prior to contributing a Property to such Borrower TRS, Borrower shall (i) cause such Borrower TRS to execute and deliver to Lender an assumption of the Mortgage related to such Property, in form and substance reasonably acceptable to Lender and Borrower, together with appropriate title endorsements and such other agreements, instruments, approvals, legal opinions or other documents as are reasonably requested by Lender in order to create, perfect or establish the first priority (subject to Permitted Liens) of the Lien purported to be covered by any such Mortgage and (ii) deliver to Lender an Officer’s Certificate certifying that this Section 4.1.23 has been complied with in its entirety.

6.1.29      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 .

Section 6.2      Negative Covenants . Borrower shall comply with the following covenants:

6.2.6      Prohibition Against Termination or Modification . Borrower shall not (a) surrender, terminate, cancel, modify, renew or extend the Management Agreement, provided , that Borrower may, without Lender’s consent, replace Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, (b) enter into any other agreement relating to the management or operation of a Property with Manager or any other Person, provided , that Borrower may permit Manager to enter into sub-management agreements with third-party service providers to perform all or any portion of the services by Manager so long as (x) the fees and charges payable under any such sub-management agreements shall be the sole responsibility of Manager, (y) Borrower shall have no liabilities of obligations under any such sub-management agreements, and (z) any such sub-management agreements will be terminable without penalty upon the termination of the Management Agreement, (c) consent to the assignment by the Manager of its interest under the Management Agreement, or (d) waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld. If at any time Lender 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.

6.2.7      Liens Against Collateral . 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 except for Liens permitted under the Loan Documents (including, without limitation, Permitted Liens).

6.2.8      Transfers . Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its Affiliates, and their principals in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties in connection with the repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should Borrower default in the repayment of the Debt or the performance of the Other Obligations, Lender can recover the Debt by a sale of the Properties or Borrower’s Equity Interests. Therefore, without the prior written consent of Lender, but, in each instance, subject to the provisions of Article 7 , neither Borrower nor any Loan Party nor any other Person having a direct or indirect ownership or beneficial interest in Borrower or any Loan Party shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer the Properties or Collateral or any part thereof, or any interest, direct or indirect, in Borrower or any Loan Party, whether voluntarily or involuntarily and whether directly or indirectly, by operation of law or otherwise (a “ Transfer ”). A Transfer within the meaning of this Section 4.2.3 shall be deemed to include (a) an installment sales agreement wherein Borrower agrees to sell a Property or any part thereof for a price to be paid in installments; (b) an agreement by Borrower for the leasing of all or a substantial part of the Property for any purpose other than the actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (c) if Borrower, any Guarantor or any general partner, managing member or controlling shareholder of Borrower or any Guarantor is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock; (d) if Borrower, any Loan Party, any Guarantor or any general partner, managing member or controlling shareholder of Borrower, any Loan Party, or any Guarantor is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venturer or member; and (e) any pledge, hypothecation, assignment, transfer or other encumbrance of any direct or indirect ownership interest in Borrower or any Loan Party.

6.2.9      Change in Business . Borrower shall, and shall cause each Borrower TRS to, not enter into any line of business other than the acquisition, renovation, rehabilitation, ownership, management and operation of the Properties (and any businesses ancillary or related thereto, including the ownership of a Borrower TRS), 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. Except as provided in the Loan Documents, Borrower shall cause (a) Equity Owner to not engage in any activity other than acting as the limited partner of Borrower and the sole member of Borrower GP, (b) Borrower GP to not engage in any activity other than acting as the sole general partner of Borrower, (c) Equity Owner GP to not engage in any activity other than acting as the sole general partner of Equity Owner and (d) any Borrower TRS not to engage in any activity other than marketing and sale of Properties or the provision of other services in connection with the acquisition, renovation, rehabilitation ownership, management and operation of the Properties..

6.2.10      Changes to Accounts . Borrower shall not and shall cause each other Loan Party not to, without the prior written consent of Lender, (a) open or permit to remain open any cash, securities or other account with any bank, custodian or institution other than the Collection Account, the Accounts, the Security Deposit Accounts and Property Accounts that are subject to a Property Account Control Agreement, (b) change or permit to change any account number of the Collection Account, the Accounts or any Property Account, (c) open or permit to remain open any sub-account of the Collection Account (except any Account), the Accounts or any Property Account, (d) permit any funds of Persons other than Borrower or any Borrower TRS to be deposited or held in any of the Collection Account, the Accounts or the Property Accounts or (e) permit any Collections or other proceeds of any Properties to be deposited or held in Borrower’s Operating Account other than cash that is distributed to Borrower pursuant to Section 6.8.1(i) .

6.2.11      Dissolution, Merger, Consolidation, Etc . Borrower shall not and shall cause each other Loan Party not to (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity other than the business activity of such Loan Party described on Schedule IV or otherwise herein, (c) 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, (d) modify, amend, waive or terminate its Constituent Documents or its qualification and good standing in any jurisdiction or (e) cause or permit any SPC Party to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such SPC Party would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the Constituent Documents of such SPC Party, in each case, without obtaining the prior written consent of Lender.

6.2.12      ERISA Matters . None of the Loan Parties or their ERISA Affiliates shall establish or be a party to any employee benefit plan within the meaning of Section 3(2) of ERISA that is a defined benefit pension plan that is subject to Part III of Subchapter D, Chapter 1, Subtitle A of the Code.

6.2.13      Indebtedness . Borrower shall not and shall cause any Borrower TRS not to create, incur, assume or suffer to exist any indebtedness other than (a) the Debt and (b) 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 (i) are not evidenced by a note, (ii) do not exceed, at any time, a maximum aggregate amount of three percent (3%) of the original principal amount of the Loan and (iii) are paid within sixty (60) days of the date incurred (collectively, “ Permitted Indebtedness ”). Borrower shall cause each Guarantor and each other SPC Party not to create, incur, assume or suffer to exist any indebtedness other than indebtedness incurred under the Equity Owner Guaranty, the Borrower GP Guaranty, this Agreement and the other Loan Documents to which Guarantors are a party and unsecured trade payables incurred in the ordinary course of business related to the ownership of (x) with respect to Equity Owner, its limited partnership interest in Borrower and limited liability company interest in Borrower GP, (y) with respect to Borrower GP, its general partnership interest in Borrower and (z) with respect to Equity Owner GP, its general partnership interest in Equity Owner, in each case (A) do not exceed at any one time Ten Thousand and No/100 Dollars ($10,000.00), and (B) are paid within sixty (60) days after the date incurred (collectively, the “ Guarantor’s Permitted Indebtedness ”). Nothing contained herein shall be deemed to require Borrower, any Borrower TRS or any Guarantor to pay any unsecured trade payables so long as Borrower, such Borrower TRS or such Guarantor, as applicable, is in good faith at its own expense, and by proper legal proceedings, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of commencement of any such action or proceeding, and during the pendency of such action or proceeding (1) no Event of Default is continuing, (2) no Property nor any material part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost and (3) such contest operates to suspend collection or enforcement, as the case may be, of the contested amount.

6.2.14      Limitation on Transactions with Affiliates . Borrower shall not and shall cause each other Loan Party and each SPC Party not to enter into, or be a party to any transaction with any Affiliate of the Loan Parties, except for: (a) the Loan Documents and any payments made under the terms of the Loan Documents; (b) capital contributions by (i) Sponsor to Equity Owner and Equity Owner GP or (ii) Equity Owner and Borrower GP to Borrower; (c) Restricted Junior Payments which are in compliance with Section 4.2.12 ; (d) the Management Agreement; (e) transactions with any Borrower TRS in accordance with the terms of this Agreement, including Section 4.1.23 ; and (f) 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.

6.2.15      Loan Documents . Borrower shall not and shall cause each other Loan Party not to terminate, amend or otherwise modify any Loan Document, or grant or consent to any such termination, amendment, waiver or consent, except in accordance with the terms thereof.

6.2.16      Limitation on Investments . Borrower shall not and shall cause each other Loan Party and each SPC 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 for acquisition of the Properties and related Collateral and Permitted Investments and for creation of a Borrower TRS and contributions of Properties to a Borrower TRS as permitted by Section 4.1.23 .

6.2.17      Restricted Junior Payments . Borrower shall not and shall cause each other Loan Party and each SPC Party not to make any Restricted Junior Payment; provided, that the Loan Parties may make Restricted Junior Payments so long as (a) no Default or Event of Default shall then exist or would result therefrom, (b) such Restricted Junior Payments have been approved by all necessary action on the part of the Loan Parties or SPC Parties, as applicable, and in compliance with all applicable laws and (c) such Restricted Junior Payments are not paid from cash or permitted investments held (or required to be held) in any Collection Account, Account, Rent Deposit Account or Security Deposit Account.

6.2.18      Limitation on Issuance of Equity Interests . Borrower shall not and shall cause each other Loan Party and each SPC Party not to issue or sell or enter into any agreement or arrangement for the issuance and sale of any Equity Interests.

6.2.19      Principal Place of Business . Borrower shall not and shall cause each other Loan Party and each SPC Party not to change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior written notice.

6.2.20      Change of Name, Identity or Structure . Borrower shall not and shall cause each other Loan Party and each SPC Party not to change its name, identity (including its trade name or names) or change its organizational structure without notifying Lender of such change in writing at least thirty (30) days prior to the effective date of such change and without first obtaining the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed. Borrower shall not and shall cause each other Loan Party and each SPC Party not to change its jurisdiction of organization. Prior to or contemporaneously with the effective date of any such change, Borrower shall deliver to Lender any financing statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein. At the request of Lender, Borrower shall and shall cause each other Loan Party and each SPC Party to execute a certificate in form satisfactory to Lender listing the trade names under which such Loan Party or SPC Party intends to operate it business, and representing and warranting that such Loan Party or SPC Party does business under no other trade name. Lender acknowledges that prior to or on the Closing date (but prior to the funding of the Loan) Borrower changed its name from “2014-1 IH BORROWER L.P.” to “2017-1 IH BORROWER L.P.”.

6.2.21      No Embargoed Persons . At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, Borrower shall ensure that (a) none of the funds or other assets of any Loan Party or any SPC Party shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United States law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in Borrower or any Relevant Party, as applicable (whether directly or indirectly), would be prohibited by law (each, an “ Embargoed Person ”), or the Loan made by Lender would be in violation of law, (b) no Embargoed Person shall have any interest of any nature whatsoever in any Loan Party or SPC Party with the result that the investment in any Loan Party (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law, and (c) none of the funds of any Loan Party or SPC Party shall be derived from any unlawful activity with the result that the investment in such Loan Party or SPC Party (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law.