REVOLVING CREDIT AGREEMENT

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED

AMONG

THE PROPERTY OWNERS PARTY HERETO FROM TIME TO TIME

each as a Borrower,

COLFIN AH FINANCE MASTERCO, LLC,

as Guarantor,

COLFIN AH FINANCE HOLDCO, LLC

as Guarantor and the Borrower Representative,

XXXXX FARGO BANK, N.A.

as Calculation Agent and Paying Agent,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Lead Arranger, Agent and a Lender,

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

Dated as of July 14, 2015

TABLE OF CONTENTS


				Page

ARTICLE 1 DEFINITIONS				1

	Section	1.1	Definitions	1
	Section	1.2	Construction of Certain Terms and Phrases	44

ARTICLE 2 THE CREDIT FACILITY				46

	Section	2.1	Description of Facility; Borrower Representative	46
	Section	2.2	Procedure for Adding Financed Properties and Borrowing Advances	48
	Section	2.3	Purpose	51
	Section	2.4	Interest and Fees	51
	Section	2.5	Payment of Principal and Interest	52
	Section	2.6	Termination and Reduction of Facility	52
	Section	2.7	Prepayments and Releases	53
	Section	2.8	Application of Available Funds; Collection Account	55
	Section	2.9	Inability to Determine Applicable Interest Rate	58
	Section	2.10	Illegality or Impracticability of LIBOR Rate Advances	59
	Section	2.11	Increased Costs	59
	Section	2.12	Indemnified Taxes	61
	Section	2.13	Remedies Upon Breach of Representation As To Eligible Property	64
	Section	2.14	The Paying Agent	65
	Section	2.15	The Calculation Agent	69

ARTICLE 3 CONDITIONS PRECEDENT				74

	Section	3.1	Conditions to Closing	74
	Section	3.2	Conditions to Adding Financed Properties and Each Advance	78

ARTICLE 4 PROPERTY MANAGEMENT, VALUATIONS AND RESERVES				81

	Section	4.1	Property Management and Cash Management	81
	Section	4.2	Property Valuations	83
	Section	4.3	Audit and Information Rights	85
	Section	4.4	Ongoing Reserve Account	86
	Section	4.5	Interest Reserve Account	86
	Section	4.6	Insurance Premiums and Real Property Taxes; Insurance Reserve Account and Tax Reserve Account	86
	Section	4.7	Special Reserve Account	88
	Section	4.8	Insurance Proceeds Account	89
	Section	4.9	Renovations and Renovation Cost Reserve Account	89
	Section	4.10	Ratio Trigger Reserve Account	91
	Section	4.11	Reserve Accounts Generally	91
	Section	4.12	Prohibited Conveyance	92


ARTICLE 5 REPRESENTATIONS AND WARRANTIES				94

	Section	5.1	Representations and Warranties	94

ARTICLE 6 AFFIRMATIVE COVENANTS				100

	Section	6.1	Affirmative Covenants of the Loan Parties	100
	Section	6.2	Insurance	109
	Section	6.3	Hedging Arrangements	115
	Section	6.4	Condemnation	120

ARTICLE 7 NEGATIVE COVENANTS				120

	Section	7.1	Negative Covenants of the Loan Parties	120

ARTICLE 8 DEFAULT				123

	Section	8.1	Default	123
	Section	8.2	Remedies Upon Default	127

ARTICLE 9 THE AGENT				128

	Section	9.1	Authorization and Action	128
	Section	9.2	Delegation of Duties	129
	Section	9.3	Exculpatory Provisions	129
	Section	9.4	Reliance	129
	Section	9.5	Non-Reliance on Agent	130
	Section	9.6	Indemnification	131
	Section	9.7	Agent in its Individual Capacity	131
	Section	9.8	Successor Agent	131

ARTICLE 10 ASSIGNMENTS AND PARTICIPATIONS				132

	Section	10.1	Assignments and Participations	132

ARTICLE 11 INTENTIONALLY OMITTED				134

ARTICLE 12 CROSS-GUARANTY				134

	Section	12.1	Cross-Guaranty	134
	Section	12.2	Waivers by Borrowers	135
	Section	12.3	Benefit of Guaranty	135
	Section	12.4	Waiver of Subrogation, Etc	136
	Section	12.5	Liability Cumulative	136

ARTICLE 13 MISCELLANEOUS				136

	Section	13.1	Amendments and Waivers	136
	Section	13.2	Governing Law; Consent to Jurisdiction	137
	Section	13.3	Waiver of Jury Trial	138


Section	13.4	Assignment	138
Section	13.5	Notices	139
Section	13.6	Data Site; Access to Information	140
Section	13.7	Severability	141
Section	13.8	Entire Agreement; Amendments; No Third Party Beneficiaries	141
Section	13.9	Counterparts	142
Section	13.10	Expenses	142
Section	13.11	Indemnity	143
Section	13.12	Usury Savings Clause	143
Section	13.13	Set-off	144
Section	13.14	Confidentiality	144
Section	13.15	Limitation of Liability	146
Section	13.16	No Joint Venture	147
Section	13.17	No Insolvency Proceedings	147
Section	13.18	Lender Communications	147


EXHIBITS, SCHEDULES AND ANNEXES

Exhibit A	Form of Borrowing Notice
Exhibit A-1	Form of Borrowing Notice Confirmation
Exhibit A-2	Form of Property Addition Notice
Exhibit A-2A	Form of Property Addition Confirmation (Calculation Agent)
Exhibit A-2B	Form of Property Addition Confirmation (Diligence Agent)
Exhibit A-3	Form of Borrower Representative Certification
Exhibit B	Form of Note
Exhibit C	Form of Eligible Lease
Exhibit D	Form of Monthly Report
Exhibit E	Form of Joinder Agreement
Exhibit F	Form of Calculation Schedule
Exhibit G	Form of Certificate of Completion
Exhibit H	Form of Monthly Report Confirmation
Exhibit I	Form of Power of Attorney
Exhibit J	Form of Eligible Property Management Agreement
Exhibit K	Title Review and Specially Permitted Liens
Exhibit L	Form of Assignment of Management Agreement
Exhibit M-1	Form of Tax Compliance Certificate
Exhibit M-2	Form of Tax Compliance Certificate
Exhibit M-3	Form of Tax Compliance Certificate
Exhibit M-4	Form of Tax Compliance Certificate

Schedule 1	Borrowers
Schedule 2	Eligibility Requirements
Schedule 3	Filing Offices
Schedule 4	Schedule of Properties
Schedule 5	Leasing Standards
Schedule 6	Sponsor Financial Covenants

Annex A	Lender Accounts

iii

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2015 (the “Restatement Effective Date”), by and among each person listed on Schedule 1 hereto and each person that becomes a party hereto pursuant to a Joinder, COLFIN AH FINANCE MASTERCO, LLC, as guarantor, COLFIN AH FINANCE HOLDCO, LLC, as guarantor and borrower representative (in such capacity, the “Borrower Representative”), XXXXX FARGO BANK, N.A., as calculation agent (in such capacity, the “Calculation Agent”) and as paying agent (in such capacity, the “Paying Agent”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Lead Arranger, Lender (in such capacity, the “JPM Lender”) and agent for each Lender (in such capacity, the “Agent”) and THE LENDERS PARTY HERETO FROM TIME TO TIME.

RECITALS

WHEREAS, the Borrowers, Calculation Agent, Paying Agent, Lenders and Agent entered into the Amended and Restated Revolving Credit Agreement, dated as of November 22, 2013 (the “Existing Agreement”);

WHEREAS, the Borrowers, Calculation Agent, Paying Agent, JPM Lender and Agent wish to amend and restate the Existing Agreement in its entirety pursuant to this Agreement and the Borrowers, Calculation Agent, Paying Agent, JPM Lender, Lenders and Agent have agreed to amend and restate such Existing Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions. For purposes hereof, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth herein:

“Accepted Management Practices”: With respect to any Property, those management, rental, sales and collection practices (a) of prudent companies that manage single family and 2-4 family residential homes for rent and sale of a type similar to the Properties in the jurisdiction where the related Property is located, (b) that are in accordance with commercially reasonable professional standards, (c) that are in compliance with all Applicable Laws and (d) using good faith and commercially reasonable efforts.

“Account Control Agreement”: With respect to the Ongoing Reserve Account, the Insurance Reserve Account, the Tax Reserve Account, the Interest Reserve Account, the Special Reserve Account, the Renovation Cost Reserve Account, the Insurance Proceeds Account, Ratio Trigger Reserve Account and the Collection Account, a Securities Account Control Agreement among the Borrower Representative, the Agent and the Paying Agent, in form and substance satisfactory to the Agent.

“Acquisition Date”: With respect to any Property, the date on which the related Borrower or an Affiliate acquired title to such Property.

“Actual Renovation Costs”: With respect to any Property, the actual out-of-pocket Renovation Costs paid by the applicable Borrower with respect to the renovation of such Property in accordance with the Renovation Standards, as demonstrated in a certificate certified by a Responsible Officer of the Borrower Representative delivered to the Diligence Agent and the Agent; provided that reasonably satisfactory written evidence supporting the Renovation Costs set forth in such a certificate shall be delivered to the Diligence Agent and the Agent; provided further that with respect to any Property for which such costs exceed 15% of the Asset Purchase Price, the Agent shall have a right to recalculate the Actual Renovation Costs in any case where it considers the evidence supporting the Renovation Costs not reasonably satisfactory.

“Advance”: Each advance of funds by each Lender to the Borrowers under Section 2.2.

“Advances Outstanding”: As of any date of determination, the aggregate outstanding principal balance of all outstanding Advances as of such date.

“Affected Advances”: As defined in Section 2.10.

“Affiliate”: As applied to any Person, (a) each Person that, (x) directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary such Person, or (y) otherwise has the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise (notwithstanding the foregoing, a Property Manager shall not be an Affiliate of any Borrower-Related Party solely due to such Property Manager being a party to an Eligible Property Management Agreement), (b) each Person that controls, is controlled by or is under common control with such Person, and (c) each of such Person’s officers, directors, joint ventures, managers and partners. For the purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, no direct or indirect owner of any Equity Interest of Colony American Homes, Inc. shall be deemed to be an Affiliate of any Borrower-Related Party.

“Agent”: As defined in the introductory paragraph.

“Agent Fee”: As defined in the CAH Fee Letter.

“Aggregate Asset Purchase Price”: On any date of determination, the sum of the Asset Purchase Prices for all Financed Properties included in the Facility.

“Aggregate Market Value”: On any date of determination, the sum of the Market Values for all Financed Properties included in the Facility.

“Aggregate Property Value”: On any date of determination, the sum of the Property Values for all Financed Properties included in the Facility.

“Agreement”: As defined in the introductory paragraph.

“Allocated Loan Amount”: On any day for any Financed Property, the Advances Outstanding multiplied by a fraction, the numerator of which is the Asset Purchase Price (adjusted, in the case of Non-Eligible Properties, as required by Section 2.13) of such Financed Property and the denominator of which is the Aggregate Asset Purchase Price of all Financed Properties.

“Annualized Net Cash Flow”: For any Measurement Quarter, the excess, if any of (a) the aggregate annualized Collections received during such Measurement Quarter in respect of all of the Financed Properties owned by the Borrowers during such Measurement Quarter over (b) the sum of (i) an amount equal to the annualized Operating Expenses in respect of such Financed Properties for such Measurement Quarter, (ii) the aggregate real estate taxes or other governmental assessments related to such Financed Properties payable during the related calendar year; (iii) the aggregate insurance premiums payable during the related calendar year necessary in order to maintain compliance with the Insurance Requirements (excluding premiums related to Non-Financed Properties if such premiums (12 months) are on deposit in the Ongoing Reserve Account), in each case for the calendar year in which such Measurement Quarter occurs; provided that, (i) leasing commissions shall be amortized over the term of the applicable Lease for purposes of calculating Annualized Net Cash Flow, and (ii) with respect to any Financed Property acquired by the Borrower or an Affiliate during the Measurement Quarter or which became a Leased Property, after the first day of the relevant Measurement Quarter, Annualized Net Cash Flow shall be calculated based on Estimated Net Cash Flow. Annualized Net Cash Flow shall be calculated pro forma for the addition or release of Financed Properties as if such addition or release had occurred on the first day of the applicable Measurement Quarter.

“Anti-Money Laundering Laws”: As defined in Section 5.1(n).

“Applicable Laws”: All laws of any Governmental Authority applicable to the matters contemplated by this Agreement, including any ordinances, judgments, decrees, injunctions, writs, orders and other legally binding actions of any Governmental Authority, common law and rules and regulations of any federal, regional, state, county, municipal or other Governmental Authority.

“Applicable Margin”: As defined in the CAH Fee Letter; provided, however, the Applicable Margin may not be amended or modified in the CAH Fee Letter without the consent of each Lender and notice to the Calculation Agent.

“Applicable Taxes”: 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.

“Approved Monthly Expense Amount”: With respect to any Payment Date after the occurrence and during the continuation of an Event of Default, the monthly amount set forth in the Approved Quarterly Operating Expense Budget for Operating Expenses for the calendar month in which such Monthly Payment Date occurs.

“Approved Quarterly Operating Expense Budget”: The Operating Expense Budget approved by the Directing Lenders pursuant to Section 4.1(e).

“Asset Purchase Price”: With respect to any Property, the price paid to purchase such Property from the applicable third-party on the related Acquisition Date by the related Borrower or an Affiliate thereof, plus (a) actual out-of-pocket costs and expenses incurred by the related Borrower or Affiliate that originally acquired such Property in connection with the acquisition of such Property, payment of Liens and clearance of other title defects, gaining possession and settlement of disputes relating to title and possession thereof (subject to the reasonable satisfaction of the Directing Lenders as to appropriateness and amount, prior to the initial Advance made with respect to such Property) and to the extent permitted by GAAP to increase the Borrower’s basis in such Property and (b) the Actual Renovation Costs paid with respect to such Property; provided, however, if such Property is not an Eligible Property on any date of determination and the applicable Cure Period has expired, then the Asset Purchase Price for such Property shall be deemed to be zero and; provided, further, that any Borrower may elect, in a Property Addition Notice or subsequent written notice to the Diligence Agent and the Agent, to reduce the Asset Purchase Price for any Financed Property in order to meet the Eligibility Requirements relating to Asset Purchase Price, so long as any such subsequent election does not cause the Advances Outstanding to exceed the resulting Borrowing Base. Any such election shall permanently reduce the Asset Purchase Price of such Financed Property for all purposes hereunder. Notwithstanding anything to the contrary in the foregoing, the Asset Purchase Price of each Property owned by the Borrowers as of the Restatement Effective Date shall be deemed to equal the Market Value of such Property as of the Restatement Effective Date.

“Assigning Lender”: As defined in Section 10.1(a).

“Assignment and Assumption”: As defined in Section 10.1(a).

“Assignment of Management Agreement”: A written assignment and acknowledgement duly executed by a Property Manager, each Borrower and the Agent in the form of Exhibit L attached hereto or, with respect to the Master Property Manager, the Assignment of Master Property Management Agreement and Acknowledgement and Agreement, dated as of August 28, 2013.

“Available Funds”: For any Payment Date, the sum of (a) all Collections for the related Collection Period, (b) all Property Release Amounts received during the related Collection Period (less any amounts paid to the Lenders during such Collection Period in respect of any Property Release Amount in accordance with the provisions of Section 2.7(a)), (c) all Condemnation Proceeds deposited into the Collection Account pursuant to Sections 4.8 or 6.4 during the related Collection Period, (d) all Insurance Proceeds deposited into the Collection Account pursuant to Sections 4.8 or 6.2(g) during the related Collection Period, (e) all amounts on deposit in the Ratio Trigger Reserve Account on a Ratio Trigger Delay Termination Date, (f) all amounts received during the related Collection Period from any Hedge Counterparty in respect of any Hedge Transaction, and (g) any amounts deposited by or on behalf of the Borrowers in the Collection Account pursuant to Section 2.7(d), and (e) (less any amounts paid to the Lenders during such Collection Period in accordance with the provisions of

Section 2.7(d) and (e), as applicable) and any other amounts deposited into the Collection Account during such Collection Period (less any amounts paid to the Lenders or any other Person from such amounts during such Collection Period in accordance with this Agreement).

“Bankruptcy Code”: Title 11 of the United States Code, as amended.

“Base Rate”: For any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus 0.50% plus the Applicable Margin. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Advance”: As defined in Section 2.9.

“Bid Receipt” means a trustee receipt in customary form reasonably acceptable to the Diligence Agent, evidencing the purchase of such Property at auction by the applicable Borrower.

“Bid Receipt Property” means a Property with respect to which the applicable Borrower has not yet received and delivered to the Diligence Agent a recorded deed, but the Diligence Agent has received a Bid Receipt.

“Borrower” and “Borrowers”: At any time, any Eligible Property Owner that is, at such time, a party to this Agreement, whether by executing this Agreement on the Effective Date or, after the Effective Date, subject to the reasonable approval of the Directing Lenders, by executing a Joinder, including the Persons who are listed as Borrowers on Schedule 1 attached hereto, unless and until any such Person is removed as a Borrower in accordance with Section 2.7(f).

“Borrower Deposit Accounts”: As defined in Section 4.1(d)(i).

“Borrower Expense Account”: The Deposit Account maintained by each Borrower from which Operating Expenses for the Properties of such Borrower are paid.

“Borrower Funding Account”: The Deposit Account maintained by each Borrower for the purposes of funding certain acquisition related expenses.

“Borrower Property Release”: The release of a Financed Property to the related Borrower as a Non-Financed Property.

“Borrower-Related Party”: Each of the Borrowers, Masterco, Holdco, the Sponsors, the initial Master Property Manager and their respective Affiliates.

“Borrower Rent Account”: The Deposit Account maintained by each Borrower into which all rent checks, electronic and online rent payments are deposited.

“Borrower Representative”: As defined in the introductory paragraph.

“Borrower Security Deposit Account”: The Deposit Account, if any, maintained by a Borrower into which all Tenant security deposits are deposited if not otherwise maintained by the applicable Property Manager.

“Borrowing Base”: On any date of determination, an amount equal to the sum of the Property Borrowing Bases for all Financed Properties.

“Borrowing Base Shortfall”: On any date of determination, the amount, if any, by which the Advances Outstanding exceeds the Borrowing Base.

“Borrowing Date”: The date (which shall be a Business Day) on which any Advance is made pursuant to Section 2.2.

“Borrowing Notice”: A written request by the Borrowers for an Advance, in the form of Exhibit A attached hereto.

“Borrowing Notice Confirmation”: With respect to each Borrowing Notice, a confirmation, in the form of Exhibit A-1 attached hereto, by the Calculation Agent that it has reviewed and confirmed the results of each of the calculations set forth in the reports annexed to Exhibit A-1 hereto and has found no deficiency therein.

“BPO”: A written broker’s price opinion from the Diligence Agent as to the fair market value of a Property, or other similar customary evidence of the fair market value of a Property from the Diligence Agent, in each case in form and substance acceptable to the Directing Lenders, which opinion shall include an opinion as to the market rent for such Property and, if such BPO is an (a) exterior BPO, the “as-is” value of any such Property that is a Leased Property and the “quick sale” value of any such Property that is a Non-Leased Property or (b) interior BPO, the “as is” value of such Property, each stated in U.S. dollar value. BPOs shall include such information as shall be reasonably acceptable to the Directing Lenders, including, but not limited to, opinion of value.

“BPO Value”: The stated U.S. dollar value contained in a BPO as the fair market value of a Property, which value shall be, if such BPO is an (a) exterior BPO, the “as-is” value of any such Property that is a Leased Property and the “quick sale” value of any such Property that is a Non-Leased Property or (b) interior BPO, the “as is” value of such Property, each stated in U.S. dollar value.

“BPO Report”: With respect to any Quarterly Sample or Additional Sample required to be delivered pursuant to Section 4.2(a) hereof, a cumulative report showing the calculation of the Loan to Value Ratio taking into account such updated BPOs, which report shall specify the property ID, the date of such Quarterly Sample or Additional Sample, the related BPO Value and Allocated Loan Amount used for Loan to Value Ratio computation, the Market Value used for Loan to Value Ratio computation and the Asset Purchase Price used to calculate the Loan to Value Ratio computation.

“Business Day”: Any day (a) other than (i) a Saturday or a Sunday, (ii) a day on which the New York Stock Exchange or Federal Reserve is closed, (iii) a public holiday or the equivalent for banks in New York City, New York, or (iv) a day on which banking institutions in the State of Maryland or the State of New York are authorized or obligated by law or executive order to be closed, and (b) if used in connection with the LIBOR Rate, on which dealings are carried on in the London interbank market.

“CA/PA Responsible Officer”: With respect to the Calculation Agent or Paying Agent, any vice president, assistant vice president, any assistant secretary, any assistant treasurer, any associate or any other officer in the corporate trust group of the Calculation Agent or Paying Agent, as applicable, having direct responsibility for the administration of this Agreement, and any other officer of the Calculation Agent or Paying Agent, as applicable, to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“CAH Fee Letter”: That certain amended and restated fee letter dated as of July 14, 2015, by and between the Agent and the Borrower Representative.

“Calculation Agent”: Xxxxx Fargo Bank, N.A., or any replacement designated pursuant to Section 2.15.

“Calculation Agent Deficiency Report”: With respect to any Borrowing Notice, Property Addition Notice or a certificate of a Responsible Officer of the Borrower Representative in the form of Exhibit A-3 attached hereto delivered in connection with the Document Package, a report setting forth any Calculation Deficiency identified therein by the Calculation Agent.

“Calculation Agent Fee”: As defined in the Calculation Agent and Paying Agent Fee Letter, provided, however, the Calculation Agent Fee may not be amended or modified in the Calculation Agent and Paying Agent Fee Letter without the consent of each Lender.

“Calculation Agent and Paying Agent Fee Letter”: That fee letter dated as of the date hereof, by and between the Calculation Agent, Paying Agent and the Agent.

“Calculation Deficiency”: With respect to any Borrowing Notice, Property Addition Notice or a certificate of a Responsible Officer of the Borrower Representative in the form of Exhibit A-3 attached hereto delivered in connection with the Document Package, (i) any calculation deficiency, error or non-compliance in any applicable calculation included on the calculation schedule attached hereto as Exhibit F or (ii) any other material deficiency exists with respect to the applicable Property, Borrowing Notice, Property Addition Notice or the certificate of a Responsible Officer of the Borrower Representative in the form of Exhibit A-3 attached hereto delivered in connection with the Document Package.

“Capital Lease Obligation”: As applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Carry-Over Lease”: a Lease in effect at the time of acquisition of such Property by a Borrower or its Affiliate, for so long as such Lease has not been renewed (other than pursuant to any automatic renewal provision thereof).

“Carry-Over Property”: An Eligible Property that is occupied by a carry-over tenant pursuant to a Carry-Over Lease and is occupied by the same carry-over tenant as of the date of the related Property Addition Notice.

“Cash Management Requirements”: The requirements set forth in Section 4.1(d).

“Casualty”: As defined in Section 6.2(a)(ii).

“Casualty Threshold Amount” means, with respect to all Casualties arising from any single Casualty event, an amount equal to the greater of $5,000,000 or two percent (2%) of the Advances Outstanding as of the date of such Casualty event.

“CCAI”: CSFR ColFin American Investors, LLC.

“Certificate of Completion”: With respect to any construction, repair or renovation made to any Property (or multiple Properties specified in such certificate), a certificate of Responsible Officer of the Borrower Representative on behalf of the related Borrower, in form and substance substantially the same as set forth in Exhibit G attached hereto.

“Change of Control”: With respect to (a) Masterco, any event, transaction or occurrence as a result of which CCAI shall cease to (i) Control and (ii) own and control all of the economic and voting rights associated with ownership of 100% of the Equity Interests of, Masterco, (b) Holdco, any event, transaction or occurrence as a result of which Masterco shall cease to (i) Control and (ii) own and control all of the economic and voting rights associated with ownership of 100% of the Equity Interests of, Holdco, (c) any Borrower, except as permitted by the Loan Documents, any event, transaction or occurrence as a result of which Holdco shall cease to (i) Control and (ii) own and control all of the economic and voting rights associated with ownership of 100% of the Equity Interests of, any of the Borrowers, or (d) Sponsor , any event, transaction or occurrence as a result of which Colony American Homes, Inc. and/or other Colony Controlled Investment Affiliates shall cease to (i) Control and (ii) directly or indirectly own and control all of the economic and voting rights associated with ownership of at least a majority of the Equity Interests of, Sponsor.

“Code”: The Internal Revenue Code of 1986 and the rules and regulations thereunder.

“Collateral”: As defined in the Security Agreement.

“Collection Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Collection Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Collection Period”: Each calendar month.

“Collections”: With respect to any Property, all of the following: all amounts actually collected in respect of the Property, including, rents, proceeds of rent loss insurance, utility payments and deposit forfeitures, interest received (and permitted by Applicable Law to be retained) by any Loan Party and other collected revenues (including any awards from suits not representing rent in respect of such Property, and related charges, security deposits and other deposits received by a Loan Party and not (or no longer) refundable to the applicable Tenant and not applied directly to the cost of repairs by the applicable Borrower or Property Manager, and all late charges and insufficient fund charges collected with respect to such Property). Collections shall not include any (i) Conveyance Proceeds, (ii) Insurance Proceeds (other than insurance covering rent loss), (iii) Condemnation Proceeds, or (iv) except as expressly provided above, security deposit or any other refundable deposits received.

“Colony Controlled Investment Affiliate”: A Person that is directly or indirectly under the Control of Colony Capital, Inc. and organized by Colony Capital, Inc. or its Affiliates for the purpose of making and holding investments.

“Commitment”: With respect to each Lender, the amount set forth below such Lender’s signature hereto, as such amount may be modified in accordance with the terms hereof or in the applicable Assignment and Assumption.

“Commitment Termination Date”: The earlier of (a) July 13, 2017 and (b) the date on which the Commitments are terminated pursuant to Section 8.2(a).

“Completion Requirements”: In respect of any Non-Leased Property, that all Scheduled Renovation Work for such Property has been completed in a good and workmanlike manner and in accordance with the Renovation Standards and all costs and expenses in respect thereof, including labor and materials, have been paid in full.

“Condemnation”: A temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting any Property or any part thereof.

“Condemnation Proceeds”: All proceeds of any Condemnation, net of costs incurred in the contest of such Condemnation, and the pursuit and collection of such proceeds.

“Confidential Information”: As defined in Section 13.14(a).

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Applicable Taxes or branch profits Applicable Taxes.

“Contractual Obligation”: As applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control”: The possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controls,” “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Required Security Deposit Accounts”: As defined in Section 4.1(c).

“Conveyance”: With respect to any Property, any sale, conveyance, assignment, transfer, grant of option to purchase or other transfer or disposal of a legal or beneficial interest, whether direct or indirect, by operation of law or otherwise, to a Person that is not a Borrower.

“Conveyance Expenses”: With respect to any Property, the reasonable expenses of the applicable Borrower incurred in connection with the Conveyance of such Property for any of the following: (i) third party real estate commissions, (ii) the closing costs of the purchaser of such Property actually paid by the applicable Borrower and (iii) the applicable Borrower’s miscellaneous closings costs, including, but not limited to legal fees and expenses, title, escrow and appraisal costs and expenses, in each case to the extent paid to a third party in an arm’s- length transaction.

“Conveyance Proceeds”: With respect to any Conveyance of a Property, all gross amounts realized with respect to such Property, net of the related Conveyance Expenses.

“COP”: CAH Operating Partnership, L.P.

“CSR”: CAH Subsidiary REIT, Inc.

“Cure Period”: With respect to the failure of any Financed Property to qualify as an Eligible Property, if such failure is reasonably susceptible of cure, a period of thirty (30) days after the earlier of actual knowledge of such condition by a Responsible Officer of any Borrower-Related Party or notice thereof by the Agent, the Diligence Agent or any Lender to the Borrower Representative; provided that the Cure Period shall not be available for any failure of any Financed Property to constitute an Eligible Property if (i) any Borrower-Related Party had actual knowledge of such failure at the time such Property initially became a Financed Property or (ii) the reason for such failure is due to a consensual Lien (other than a Permitted Lien) on such Property. If any failure of any Financed Property to qualify as an Eligible Property is not reasonably susceptible of cure, then no cure period shall be available. For the avoidance of doubt, the Calculation Agent shall not have any obligation to track or determine the existence of a Cure Period.

“Data Site”: As defined in Section 13.6(a).

“Debt”: With respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments representing extensions of credit whether or not representing obligations for borrowed money, (c) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business not overdue for more than sixty (60) days), (d) all Capital Lease Obligations of such Person, (e) all obligations of such Person to reimburse any Person with respect to amounts paid under a letter of credit or similar instrument, (f) all obligations of such Person under hedge agreements, (g) all indebtedness of other Persons secured by a Lien on any property of such Person, whether or not such indebtedness is assumed by such Person (other than Permitted Liens), and (h) all indebtedness of other Persons guaranteed by such Person. For purposes of this definition, the amount of the obligations of such Person with respect to any hedge agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such hedge agreement were terminated at such time.

“Debt Service Coverage Ratio”: At any time, the ratio, determined as of the last day of the most recently ended Measurement Quarter, of (a) the Annualized Net Cash Flow for the Financed Properties (excluding income and expense attributable to Non-Leased Properties and Vacant Properties during their respective Exclusion Periods) for such Measurement Quarter to (b) the annualized interest expense due with respect to the Advances Outstanding during such Measurement Quarter, where such annualized interest expense shall be equal to the product of (i) the Advances Outstanding as of such last day of such Measurement Quarter and (ii) the greater of (A) the Interest Rate as of the last day of such Measurement Quarter and (B) the sum of (I) the lesser of (x) the Two-Year Swap Rate as of such last day of such Measurement Quarter and (y) 3.00% and (II) the Applicable Margin, in each case calculated on an interest only basis (excluding the Allocated Loan Amounts for Non-Leased Properties and Vacant Properties during their respective Exclusion Periods).

“Debt Yield Ratio”: At any time, the percentage equivalent of a fraction, determined as of the last day of the most recently ended Measurement Quarter, the numerator of which is equal to the Annualized Net Cash Flow (excluding income and expense attributable to Non-Leased Properties and Vacant Properties during their respective Exclusion Periods) for such Measurement Quarter and the denominator of which is equal to the Advances Outstanding as of such last day of such Measurement Quarter (excluding the Allocated Loan Amounts for Non-Leased Properties and Vacant Properties during their respective Exclusion Periods).

“Default”: Any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“Delinquent Tenant”: A Tenant whose rent payment under the related Lease remains unpaid for more than 30 days (in an amount exceeding $200.00) after the original due date for such rent payment.

“Deposit Account”: As defined in the UCC.

“Deposit Account Control Agreement”: With respect to any Deposit Account, any control agreement or other similar agreement between each institution maintaining such Deposit Account, the owner of such Deposit Account and the Agent pursuant to which the Agent obtains “control” of such Deposit Account within the meaning of the UCC, in form and substance reasonably acceptable to the Agent, it being agreed that any Deposit Account Control Agreement on any Deposit Account holding tenant security deposits shall be subject to any limitations on disposition of such funds as may be required by Applicable Law.

“Diligence Agent”: Green River Capital, LLC.

“Diligence Agent Agreement”: The Valuation Agent Agreement, dated as of August 28, 2013, by and between the Diligence Agent and the Agent.

“Diligence Agent Deficiency Notice”: With respect to any Borrowing Notice, Property Addition Notice or Document Package, a report setting forth any Diligence Deficiency identified therein by the Diligence Agent.

“Diligence Agent Fees”: All fees at any time due and payable to the Diligence Agent under the Diligence Agent Agreement as reported to the Calculation Agent and Paying Agent.

“Diligence Deficiency”: With respect to any Borrowing Notice, Property Addition Notice or Document Package, (i) the failure of one or more documents required to be contained therein to be fully executed or to match in all material respects the information on the related Schedule of Properties or Supplemental Schedule of Properties, as applicable, (ii) one or more documents contained therein are mutilated, materially damaged or torn or otherwise physically altered or unreadable, (iii) the absence from a Document Package of any document required to be contained therein, (iv) the applicable Property is not an Eligible Property, (v) the requirements for the related BPO have not been satisfied, or (vi) any other material deficiency exists with respect to the applicable Property, Borrowing Notice, Property Addition Notice or Document Package.

“Directing Lenders”: JPMorgan Chase Bank, National Association. For the avoidance of doubt, the approval of the Directing Lenders shall not be required with respect to any matter identified as subject to the approval of the Directing Lenders herein that was approved by the Agent or the JPM Lender prior to the Restatement Effective Date.

“Document Package”: With respect to any Property, the following documents:

(a)A copy of the Purchase Agreement related to such Property;

(b)A Supplemental Schedule of Properties with respect to such Property;

(c)A copy of the recorded deed conveying the Property to the applicable Borrower with recording information on it; or, if unavailable, either, (x) in the case of a Bid Receipt Property, a Bid Receipt, or (y) otherwise, evidence reasonably satisfactory to the Diligence Agent that the deed has been submitted for recording provided, in each case, that a

copy of the recorded deed shall be added to the Document Package as promptly as practicable and in no event more than ninety (90) days after the Property first becomes a Financed Property;

(d)A copy of an Eligible Title Insurance Policy in respect of such Property, together with a list of all claims made under such Eligible Title Insurance Policy by or on behalf of the Borrower provided, in the case of a Bid Receipt Property, that an Eligible Title Insurance Policy is not required to be included in the Documentation Package during the first ninety (90) days after the Property first becomes a Financed Property;

(e)Evidence of the Required Insurance Policies with respect to such Property reasonably satisfactory to the Diligence Agent;

(f)A certificate of a Responsible Officer of the Borrower Representative in the form of Exhibit A-3 attached hereto and setting forth all of the information described in such Exhibit;

(g)If such Property is a Leased Property:

(i)a certificate of a Responsible Officer of the Borrower Representative in the form of Exhibit A-3 attached hereto certifying that the related Tenant is an Eligible Tenant (or a carry-over tenant) and the original executed Lease related to such Property is an Eligible Lease (or a Carry-Over Lease), and is on file with the related Property Manager;

(ii)a copy of the Eligible Lease (or Carry-Over Lease) in respect of such Property; and

(iii)a calculation showing pro forma compliance with the Debt Service Coverage Ratio and the Debt Yield Ratio giving effect to such Property becoming a Financed Property, and based on Estimated Net Cash Flow for such Property, if applicable.

(h)If such Property is a Non-Leased Property, a certificate of a Responsible Officer of the Borrower Representative:

(i)summarizing the estimated capital expenditures and costs of repairs projected to be incurred in connection with converting such Property to a Leased Property, including the Renovations Costs;

(ii)a calculation showing pro forma compliance with the Debt Service Coverage Ratio and the Debt Yield Ratio, calculated solely with respect to the pool of Non-Leased Properties and based on Estimated Net Cash Flow (assuming solely for this purpose no Exclusion Period and Pro Forma Collections equal to a reasonable estimate of annual rent collections); and

(iii)attaching, and certifying the accuracy of the amounts set forth therein, a spread sheet containing the initial capital expenditures and costs of repairs actually incurred and planned in connection with converting such Property to a Leased Property, as reflected in its general ledger.

(i)In the case of any increase in the Asset Purchase Price of a Property due to the completion of the renovation work with respect to such Property:

(i)a Certificate of Completion; and

(ii)a certificate of the Borrower Representative:

certifying that such renovations meet the Renovation Standards;

certifying the amount of the actual costs of completing the renovation work; and

certifying that the Tenant thereof is not a Delinquent Tenant and that all other requirements of a Leased Property have been satisfied with respect to such Property.

“Effective Date”: September 5, 2013.

“Eligibility Requirements”: Each of the eligibility requirements set forth in Schedule 2 hereto, as the same may be modified from time to time with respect to any Special Eligible Property pursuant to any Special Eligibility Addendum.

“Eligible Lease”: With respect to any Eligible Property (a) which, as of the date such Property first becomes subject to this Facility, was leased to a Tenant, such existing Lease and (b) any Lease (i) with an Eligible Tenant, (ii) with an initial term of at least six (6) months (except in the case of Eligible Properties constituting no more than 5% of Leased Properties (by Allocated Loan Amount)), (iii) that was entered into in compliance with the Leasing Standards, (iv) that complies with all Applicable Laws and (v) is in a form either (1) customary for the market in which the Property is located or (2) approved by the Directing Lenders (such approval not to be unreasonably withheld or delayed). Subject to changes which may be required due to changes in law or other applicable standards, as of the Effective Date, the Directing Lenders have approved the form attached hereto as Exhibit C.

“Eligible Property”: Any Property owned by a Borrower that satisfies each of the Eligibility Requirements.

“Eligible Property Management Agreement”: A property management agreement entered into by and among the applicable Borrower and a Property Manager and relating to one or more Properties either (x) in substantially the form of Exhibit J attached hereto, and accompanied by an agreement for the benefit of the Agent in substantially the form of Exhibit L attached hereto, or (y) providing that the Property Manager (i) recognizes the applicable

Borrowers as owners of each of the related Properties and the parties entitled to the services of the Property Manager under the related agreement, (ii) shall manage the related Properties for the benefit of the Borrowers and their successors and assigns, (iii) recognizes, acknowledges and agrees that all amounts collected by it in respect of the related Properties are property of the Borrowers and are security for the Obligations, and (iv) agrees that its fees, all property maintenance expenses, real property taxes and assessments, utility charges and related expenses relating to any property that it manages for any Person other than a Borrower (including any Affiliate of a Borrower, which Affiliate is not a Borrower), shall not be netted against any amounts received by such Property Manager in respect of any Property, (b) require the related Property Manager to perform all management and other services in respect of the related Properties in accordance with Accepted Management Practices, (c) require the Property Manager to comply with all Applicable Laws in conducting collection activities, (d) include all of the termination provisions in the form attached as Exhibit J hereto and any other termination provisions that the Borrower Representative deems appropriate, (e) require the related Property Manager to maintain books and records such that payments and withdrawals from the related Property Manager Account can be traced to each individual Property, reconciled and identified, (f) require such Property Manager to comply with the Cash Management Requirements and (g) provides that the Property Manager acknowledges the assignment of the Eligible Property Management Agreement to the Agent and agrees to take all direction from the Agent after the occurrence of an Event of Default. A property management agreement providing for regularly scheduled fees exceeding 8.0% of all rent payments and other non-deposit amounts actually collected with respect to the related Properties shall not be deemed an Eligible Property Management Agreement unless approved by the Directing Lenders.

“Eligible Property Owner”: Each Person (i) that is a limited liability company, (ii) that is 100% legally and beneficially owned by Holdco, (iii) with respect to which Holdco has pledged its membership interest to the Agent pursuant to the Security Agreement, (iv) whose Governing Documents are substantially in the form of the Governing Documents of the Borrowers, except as has been approved by the Directing Lenders, (v) whose Governing Documents include, and require compliance with, the SPE Requirements and (vi) that has satisfied the “know your customer” requirements of the Agent and each Lender.

“Eligible Tenant”: A Tenant as to whom all of the Leasing Standards were met at the time of lease signing. With respect to a carry-over Tenant, a Tenant who undergoes a background check and is not on the OFAC List at the time either (a) the applicable Borrower acquires the subject Property, or (b) the related Carry-Over Lease is renewed.

“Eligible Title Insurance Policy”: A Title Insurance Policy that satisfies each of the requirements described in clause (q) of Schedule 2 hereto.

“Environmental Indemnity”: means that certain Environmental Indemnity, dated as of August 28, 2013, by the Borrowers, the Guarantors and the Sponsors in favor of Agent on behalf of the Secured Parties.

“Environmental Law”: Any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as well as common law, relating to protection of human health or the environment, relating to Hazardous Substances and/or relating to liability for or costs of other danger to human health or the environment. The term “Environmental Laws” includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and Recovery Act (including, but not limited to, Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; the River and Harbors Appropriation Act; and those relating to lead based paint. The term “Environmental Laws” also includes, but is not limited to, any present and future federal, state and local laws, statutes, ordinances, rules or regulations, as well as common law, (i) conditioning transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of any Property, (ii) requiring notification or disclosure of the presence of or Releases of Hazardous Substances or other environmental condition of any Property to any Governmental Authority or other Person, whether or not in connection with any transfer of title to or interest in such Property and (iii) imposing conditions or requirements with respect to Hazardous Substances in connection with permits or other authorization for lawful activity.

“Equity Interests”: Shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership, membership or limited liability company interests, participations or other equivalents (regardless of how designated, including, without limitation, any subordinated debt, zero coupon debt or payment-in-kind or similar debt instrument) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non- voting, and any warrant or other option to purchase any of the above.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate”: With respect to any person, any trade or business (whether or not incorporated) under common control with Masterco within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event”: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d)

the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Borrower or any ERISA Affiliate.

“Estimated Net Cash Flow”: For purposes of calculating the Annualized Net Cash Flow for a Property, if a Property was acquired by the Borrower or an Affiliate or became a Leased Property after the first day of the relevant Measurement Quarter, the Estimated Net Cash Flow will be based on the excess of (a) Pro Forma Collections, over (b) the sum of (i) an estimate of annual Operating Expenses, (ii) the aggregate real estate taxes or other governmental assessments related to such Property payable during the related calendar year, and (iii) the aggregate insurance premiums related to such Property payable during the related calendar year necessary in order to maintain compliance with the Insurance Requirements, in each case anticipated for such Property by the Borrower Representative and approved by the Directing Lenders.

“Event of Default”: As defined in Section 8.1.

“Excluded Taxes”: Any of the following Applicable Taxes imposed on or with respect to a Lender or required to be withheld or deducted from a payment to a Lender, (a) Applicable Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, 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 or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.12, 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, (c) Taxes attributable to such Lender’s failure to comply with Section 2.12(f), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Exclusion Periods”: With respect to: (a) a Non-Leased Property, the period commencing on the date on which such Property initially becomes a Financed Property and ending on the earliest of (i) six months from the date on which such Property initially became a Financed Property and (ii) the date on which such Property initially becomes a Leased Property; and (b) a Vacant Property, the period commencing on the date on which such Property initially becomes a Vacant Property and ending on the earliest of (i) 60 days from the date on which the Property initially became a Vacant Property and (ii) the date on which the Vacant Property ceases to be a Vacant Property.

“Facility”: As defined in Section 2.1(a).

“Facility Amount”: $800,000,000.

“Facility Fee”: As defined in the CAH Fee Letter.

“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code or any intergovernmental agreements entered into in connection with the implementation of such Sections of the Code.

“Federal Funds Effective Rate”: For any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day, as determined by the Agent.

“Fee Letter”: Each of the JPM Fee Letter and the CAH Fee Letter.

“Filing Collateral”: All Collateral with respect to which a security interest may be perfected by the filing of financing statements under the UCC.

“Filing Offices”: The filing offices listed on Schedule 3 hereto, as the same may be updated from time to time as required by Applicable Law.

“Financed Property”: Each Eligible Property owned by a Borrower and which has (i) satisfied the requirements for inclusion in the Facility as a Financed Property pursuant to Sections 2.2(a) and (b) and (ii) not been released as a Financed Property pursuant to Section 2.7(a) or (d).

“Financing Statement”: The UCC financing statement(s) naming each Borrower, as debtor, and the Agent, for the benefit of the Secured Parties, as secured party, and describing the Collateral as the collateral.

“Fiscal Quarter”: As defined in Section 5.1(w).

“Foreign Lender”: A Lender that is not a U.S. Person.

“GAAP”: Generally accepted accounting principles in the United States of America, consistently applied and maintained on a consistent basis.

“Governing Documents”: With respect to any specified Person, the limited liability company agreement, trust agreement, certificate of incorporation, limited partnership agreement, certificate of formation, certificate of limited partnership, or any other organization or formation document or documents related to such Person.

“Governmental Authority”: Any national, federal, provincial, state, county, municipal, regional or other governmental, quasi-governmental, regulatory or administrative authority, agency, board, court, arbitrator, body, instrumentality, commission, or other judicial body (including their respective successors) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any governmental or quasi- governmental authority having legal power to administer any Applicable Laws.

“Grant,” “Grants” or “Granting”: Shall include to grant, assign, pledge, encumber, transfer, convey, set over and dispose.

“Guarantor”: Individually or collectively, as the context may require, Masterco or Holdco.

“Guarantor Default”: The occurrence of any default by any Guarantor or Sponsor, as the case may be, under the Limited Guarantee, the Guaranty Agreement or the Security Agreement, including, without limitation, any breach of any Sponsor Financial Covenant.

“Guaranty Agreement”: The Guaranty Agreement, dated as of August 28, 2013, made by Masterco and Holdco in favor of Agent for the benefit of the Secured Parties.

“Hazardous Materials”: Includes, but is not limited to, any and all substances (whether solid, liquid or gas) defined, listed or otherwise classified as pollutants, contaminants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes or words of similar meaning or regulatory effect under any present or future Environmental Laws, including, but not limited to, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and explosives, lead based paint and toxic mold. Notwithstanding anything to the contrary contained herein, the term “Hazardous Substances” will not include: (i) substances which otherwise would be included in such definition but which are of kinds and in amounts ordinarily and customarily used or stored in similar properties, including, without limitation substances used for the purposes of cleaning, maintenance, or operations, substances typically used in construction, and typical products used in residential properties like each Property, and which are otherwise stored and used in compliance with all Environmental Laws and any required permits issued pursuant thereto; or

(ii) substances which otherwise would be included in such definition but which are of kinds and amounts ordinarily and customarily utilized in residential properties and which are otherwise in compliance with all Environmental Laws and any required permits issued pursuant thereto.

“Hedge Assignor”: As defined in Section 6.3.

“Hedge Collateral”: All of the rights of each Hedge Assignor, whether now existing or hereafter acquired, in and to all Hedging Agreements, Hedge Transactions and all present and future amounts payable by all Hedge Counterparties to such Hedge Assignor under or in connection with such Hedging Agreements and Hedge Transactions with such Hedge Counterparties.

“Hedge Counterparty”: Any entity which (i) on the date of entering into any Hedge Transaction is (a) either a Lender or an Affiliate of a Lender, or (b) an entity whose debt ratings meet each of the Long-Term Rating Requirement and the Short-Term Rating Requirement, and (ii) in a Hedging Agreement consents to the collateral assignment of the related Hedge Assignor’s rights under the Hedging Agreement to the Agent pursuant to Section 6.3.

“Hedge Transaction”: Each interest rate hedging transaction between the Hedge Assignor and a Hedge Counterparty entered into pursuant to Section 6.3 that is governed by a Hedging Agreement and evidenced by a “Confirmation” relating thereto.

“Hedging Agreement”: Each agreement between the Hedge Assignor and a Hedge Counterparty which governs one or more Hedge Transactions entered into pursuant to Section 6.3, in form and substance satisfactory to the Directing Lenders, together with each “Schedule” and “Confirmation” thereunder confirming the specific terms of each such Hedge Transaction, as applicable, and, if applicable, a “Credit Support Annex” thereto with a Hedge Counterparty specified as pledgor and the related Hedge Assignor specified as secured party.

“Highest Lawful Rate”: The maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such Applicable Laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than Applicable Laws now allow.

“Holdco”: ColFin AH Finance Holdco, LLC.

“Indemnified Taxes”: (a) Applicable Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnified Party”: As defined in Section 13.11.

“Independent Director or Independent Manager”: An individual who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust National Association, Wilmington Trust SP Services, Inc., Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors or Independent Managers, another nationally recognized company reasonably acceptable to the Directing Lenders, in each case that is not an Affiliate of any of the Borrowers and that provides professional Independent Directors and Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or

limited liability company and is not, has never been, and will not while serving as Independent Director or Independent Manager be, any of the following:

(a)a member (other than as a special member), partner, equityholder, manager, director, officer or employee of any Borrower-Related Party (other than (i) as an Independent Manager or Independent Director of a Loan Party and (ii) as an Independent Director or Independent Manager of a Borrower-Related Party that is required by the terms of a financing (or anticipated financing) to be a special purpose bankruptcy remote entity, provided that such Independent Director or Independent Manager is employed by a company that routinely provides professional Independent Directors or Independent Managers);

(b)a creditor, supplier or service provider (including provider of professional services) to any Borrower-Related Party, any special purpose entity equityholder, or any of their respective equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Directors or Independent Managers and other corporate services to any Borrower-Related Party, any special purpose entity equityholder, or any of their respective equityholders or Affiliates in the ordinary course of business);

(c)a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(d)a Person that controls (whether directly, indirectly or otherwise) any of the individuals described in the preceding clauses (a), (b) or (c).

An individual who otherwise satisfies the preceding definition by reason of being the Independent Director or Independent Manager of a “special purpose entity” affiliated with any Borrower-Related Party shall not be disqualified from serving as an Independent Manager of a Borrower-Related Party if the fees that such individual earns from serving as Independent Directors or Independent Managers of Affiliates of the Borrower-Related Parties in any given year constitute in the aggregate less than 1% of such individual’s annual income for that year.

“Initial Securitization”: The first Property Release to occur after the Restatement Effective Date in connection with a securitization of Properties.

“Insolvency Action”: With respect to any Person, the taking by such Person of any action resulting in an Insolvency Event, other than solely under clause (g) of the definition thereof.

“Insolvency Event”: With respect to any Person, (a) a case or other proceeding shall be commenced, without the application or consent of such Person in any court seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any Insolvency Law, and (i) such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days or (ii) an order for relief in respect of such Person shall

be entered in such case or proceeding or a decree or order granting such other requested relief shall be entered, (b) the commencement by such Person of a voluntary case under any Insolvency Law now or hereafter in effect, (c) the consent by such Person to the entry of an order for relief in an involuntary case under any Insolvency Law, (d) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or property, (e) the making by such Person of any general assignment for the benefit of creditors, (f) the admission in a legal proceeding of the inability of such Person to pay its debts generally as they become due, (g) the failure by such Person generally to pay its debts as they become due, or (h) the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, rearrangement, receivership, insolvency, reorganization, suspension of payments, marshaling of assets and liabilities or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insurance Reserve Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Insurance Reserve Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Insurance Reserve Account Deposit Amount”: For any Payment Date, an amount equal to, for any Property, the product of (i) the aggregate insurance premiums payable during each calendar year necessary in order to maintain compliance with the Insurance Requirements and (ii) 1/12th.

“Insurance Reserve Account Initial Deposit”: For any Property and the first Advance made after a Borrower acquires such Property, an amount equal to the product of (i) the aggregate insurance premiums payable during each calendar year necessary in order to maintain compliance with the Insurance Requirements and (ii) a fraction the numerator of which is the number of months since such premiums were most recently paid in full and the denominator of which is 12.

“Insurance Reserve Account Required Amount”: On any day, for each Property, an amount equal to the product of (i) the aggregate insurance premiums payable during each calendar year necessary in order to maintain compliance with the Insurance Requirements and (ii) a fraction the numerator of which is the number of months since such premiums were most recently paid in full and the denominator of which is 12.

“Insurance Reserve Account Shortfall Amount”: As of any date of determination, the positive excess, if any, of (a) the Insurance Reserve Account Required Amount determined as of such date over (b) the amount on deposit in the Insurance Reserve Account as of such date of determination.

“Insurance Proceeds”: All proceeds of any insurance policy, including property insurance policies, casualty insurance policies and title insurance policies, “partnership liability” insurance policy, employee fidelity insurance policy required to be maintained by or on behalf of any Borrower.

“Insurance Proceeds Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Insurance Proceeds Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Insurance Requirements”: With respect to any Borrower and each Property, the insurance policies and requirements described, or referred to, in Section 6.2; provided, however, that the Borrowers are not required to maintain the coverages specified in Section 6.2(a)(i) or (ii) with respect to any Non-Financed Properties owned by the Borrowers. For the avoidance of doubt, premiums necessary in order to maintain compliance with the Insurance Requirements for each Property shall include, without duplication: (i) premiums related to or payable by reference to such Property and (ii) such Property’s pro rata portion of any aggregate insurance premiums payable in order to maintain compliance with the Insurance Requirements, which insurance premiums are not determined solely by reference to any particular Property.

“Interest Accrual Period”: For any Payment Date, other than the first Payment Date following the Effective Date, the period beginning on the previous Payment Date and ending on the day before such Payment Date, and for the first Payment Date following the Effective Date, the period beginning on the Effective Date and ending on the day before such Payment Date.

“Interest Payment Amount”: For any Payment Date, the aggregate amount obtained by the daily application of (a) the Interest Rate for each day of the Interest Accrual Period ended immediately before such Payment Date and (b) Advances Outstanding on each such day, such amount to be calculated as set forth in Section 2.4(b); provided, however, that for purposes of computing the Interest Payment Amount for any Payment Date, LIBOR and Advances Outstanding for each day following the Reporting Date in the related Interest Accrual Period (each such period, a “Stub Period”) shall be LIBOR and Advances Outstanding as determined on such Reporting Date; provided further, that (x) if the Interest Payment Amount calculated based on actual LIBOR or Advances Outstanding for each day in the Stub Period exceeds the Interest Payment Amount calculated based on the foregoing proviso, the Interest Payment Amount for the immediately following Payment Date will be increased by the amount of such excess and (y) if the Interest Payment Amount calculated based on actual LIBOR or Advances Outstanding for each day in the Stub Period is less than the Interest Payment Amount calculated based on the foregoing proviso, the Interest Payment Amount for the immediately following Payment Date will be decreased by the amount of such difference.

“Interest Rate”: On any day, (a) the sum of (i) the LIBOR Rate for such day and (ii) the Applicable Margin or (b) to the extent required by Section 2.9 or 2.10, the Base Rate for such day, as applicable.

“Interest Reserve Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Interest Reserve Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Interest Reserve Account Deposit Amount”: On any date of determination, for any Eligible Property and the initial Advance requested related thereto:

(a)if such Eligible Property is a Non-Leased Property, the product of (i) the Interest Rate for the related Interest Accrual Period (for such purpose, the LIBOR Rate shall be the rate in effect on such date of determination), (ii) the Allocated Loan Amount for such Non-Leased Property, (iii) 1/12 and (iv) four (4); or

(b)if such Eligible Property is a Leased Property, the product of (i) the Interest Rate for the related Interest Accrual Period (for such purpose, the LIBOR Rate shall be the rate in effect on such date of determination), (ii) the Allocated Loan Amount for such Leased Property, (iii) 1/12 and (iv) two (2).

“Interest Reserve Account Required Amount”: As of any date of determination, an amount equal to the sum of:

(a)an amount equal to the product of (i) the Interest Rate for the related Interest Accrual Period (for such purpose, the LIBOR Rate shall be the rate in effect on such date of determination), (ii) the aggregate Allocated Loan Amounts of all Non-Leased Properties then funded by the Facility, (iii) 1/12 and (iv) four (4); and

(b)an amount equal to the product of (i) the Interest Rate for the related Interest Accrual Period (for such purpose, the LIBOR Rate shall be the rate in effect on such date of determination), (ii) the aggregate Allocated Loan Amounts of all Leased Properties then funded by the Facility, (iii) 1/12 and (iv) two (2).

“Interest Reserve Account Excess Amount”: As of any date of determination, the positive excess, if any, of (a) the amount on deposit in the Interest Reserve Account as of such date of determination over (b) the Interest Reserve Account Required Amount determined as of such date.

“Interest Reserve Account Shortfall Amount”: As of any date of determination, the positive excess, if any, of (a) the Interest Reserve Account Required Amount determined as of such date over (b) the amount on deposit in the Interest Reserve Account as of such date of determination.

“Investment Company Act”: The Investment Company Act of 1940.

“IRS”: The United States Internal Revenue Service.

“Joinder”: A Joinder Agreement in substantially the form of Exhibit E attached hereto, delivered by a Person who is an Eligible Property Owner pursuant to Section 3.2(b) and acknowledged by the Agent.

“JPM Facility Fee”: As defined in the JPM Fee Letter.

“JPM Fee Letter”: The letter agreement, dated as of August 28, 2013, by and between the Agent and the Borrower Representative.

“JPM Lockbox”: The post office box maintained by the Loan Parties with JPMorgan Chase Bank, N.A. into which rent checks are sent prior to deposit into the applicable Borrower Rent Account.

“Lead Arranger”: As defined in the introductory paragraph.

“Lease”: Any residential lease agreement providing for the lease of a Property.

“Leased Property”: As of any date of determination, either (a) an Eligible Property that is a Carry-Over Property, or (b) an Eligible Property that satisfies the following: (i) the applicable Borrower has satisfied the Completion Requirements, (ii) the Property is leased to an Eligible Tenant pursuant to an Eligible Lease; provided that an Eligible Property that has been leased to an Eligible Tenant pursuant to an Eligible Lease shall continue to be a Leased Property notwithstanding that the Tenant ceases to be an Eligible Tenant or its tenancy is terminated as a result of the expiration or termination of such Eligible Lease, and (iii) the applicable Borrower or Property Manager has received the first monthly rent payment under an Eligible Lease for such Property.

“Leasing Standards”: Those standards described in Schedule 5 hereto.

“Lender”: JPMorgan Chase Bank, National Association and each Person that may from time to time become party hereto or to any Assignment and Assumption in the capacity of a Lender.

“LIBOR”: With respect to each day on which any Advance is outstanding (or if such day is not a Business Day, the next succeeding Business Day) and determined daily by the Calculation Agent, the offered rate for ninety (90) day U.S. dollar deposits, as the applicable rate appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the second Business Day before such date (rounded up to the nearest whole multiple of 1/100%); provided that if the applicable rate does not appear on Reuters Screen LIBOR01 Page, the rate for such date will be based upon the offered rates of the reference banks selected by the Agent for U.S. dollar deposits as of 11:00 a.m. (London time) on the second Business Day before such date. In such event, Calculation Agent will request the principal London office of each of at least three reference banks selected by Calculation Agent to provide a

quotation of its rate. If on such date, two or more of such reference banks provide such offered quotations, LIBOR shall be the arithmetic mean of all such offered quotations (rounded to the nearest whole multiple of 1/100%). If on such date, fewer than two of such reference banks provide such offered quotations, LIBOR shall be the higher of (i) LIBOR as determined on the immediately preceding day that LIBOR is available and (ii) the Reserve Interest Rate. Upon determination of LIBOR by the Agent in accordance with the forgoing, the Calculation Agent shall communicate LIBOR to the Paying Agent.

“LIBOR Rate”: As of any date of determination, a rate per annum determined in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

LIBOR

1 - Re serve Re quirement

“LIBOR Rate Advance”: As defined in Section 2.10.

“Lien”: Any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

“Limited Guarantee”: The Limited Guarantee, dated as of August 28, 2013, made by the Sponsors in favor of the Agent for the benefit of the Secured Parties.

“Liquidity”: As defined in Schedule 6 hereto.

“Loan Account”: The non-interest bearing trust account established and maintained by the Paying Agent in the name of the Agent and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Lenders — Loan Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent.

“Loan Documents”: This Agreement, the Note, the Security Agreement, the Environmental Indemnity, the Limited Guarantee, the Guaranty Agreement, the Master Property Management Agreement, the Diligence Agent Agreement, each Account Control Agreement, each Deposit Account Control Agreement relating to each Deposit Account of any Borrower or the Borrower Representative, each Securities Account Control Agreement relating to each Securities Account of any Borrower or the Borrower Representative, each Joinder, each Borrowing Notice, each Assignment of Management Agreement, each Power of Attorney and any other document or agreement that evidences, secures or governs any of the Obligations or the Collateral.

“Loan Parties”: Collectively, Masterco, Holdco and each Borrower.

“Loan to Aggregate Market Value Ratio”: As of any date of determination, the percentage equivalent of a fraction, the numerator of which is equal to the Advances Outstanding and

the denominator of which is the Aggregate Market Value of all Financed Properties (adjusted for Non-Eligible Properties, as required by Section 2.13).

“Loan To Value Ratio” or “LTV Ratio”: As of any date of determination, the percentage equivalent of a fraction, the numerator of which is equal to the Advances Outstanding and the denominator of which is equal to the lesser of (i) the Aggregate Market Value of all Financed Properties and (ii) the Aggregate Asset Purchase Price of all Financed Properties (in each case, adjusted for Non-Eligible Properties, as required by Section 2.13).

“Long-Term Rating Requirement”: A long-term unsecured debt rating of not less than “A” by S&P’s and not less than “A2” by Xxxxx’x; provided that, solely for purposes of the definition of Hedge Counterparty, if the Hedge Counterparty is the JPM Lender (or an affiliate thereof), the Long-Term Rating Requirement shall mean a long-term unsecured debt rating of not less than “BBB” by S&P’s and not less than “Baa2” by Xxxxx’x, for so long as such Hedge Counterparty or its affiliate remains a Lender under this Agreement.

“Market Value”: With respect to any Property and any date of determination, the fair market value of such Property, which shall be the most recent related BPO Value; provided, however, if such Property is not an Eligible Property on such date of determination and the applicable Cure Period has expired, the Market Value for such Property shall be deemed to be zero. With respect to any Financed Property that the related Borrower has elected to reduce the Asset Purchase Price (pursuant to the definition of “Asset Purchase Price”), the Market Value of such Financed Property may not exceed the Asset Purchase Price as so reduced.

“Masterco”: ColFin AH Finance Masterco, LLC.

“Master Property Management Agreement”: The Master Property Management Agreement, dated as of August 28, 2013, by and among the Master Property Manager, the Borrower Representative and each Borrower.

“Master Property Manager”: CAH Manager, LLC or any successor thereto.

“Master Property Manager Event of Default”: The occurrence of any of the following: (a) fraud, gross negligence, willful misconduct, or misappropriation of funds by the Master Property Manager, (b) any Insolvency Event with respect to the Master Property Manager, or (c) the occurrence of a Property Manager Trigger Event (as defined in the Assignment of Management Agreement with respect to the Master Property Management Agreement) with respect to a Property Manager in connection with its applicable Eligible Property Management Agreement, any Borrower or any Property, and the Master Property Manager fails to terminate such Eligible Property Management Agreement within thirty (30) days after Agent notifies the Master Property Manager in writing that Agent believes the Master Property Manager has failed to exercise remedies with respect to any such Property Manager Trigger Event in accordance with Accepted Management Practices (as defined in the Master Property Management Agreement).

“Master Property Manager Fee”: The amounts payable to the Master Property Manager pursuant to the Master Property Management Agreement; which shall not exceed the Master Property Manager Fee Limit.

“Master Property Manager Fee Limit”: As defined in the CAH Fee Letter; provided, however, the Master Property Manager Fee Limit may not be modified or amended in the CAH Fee Letter without the consent of each Lender.

“Material Adverse Effect”: A material adverse effect on (a) the business operations, properties, assets or condition (financial or otherwise) of the Loan Parties, taken as a whole, or the Sponsors taken as a whole, (b) the ability of any Loan Party to perform its respective material obligations under any of the Loan Documents to which it is a party, (c) the material rights and remedies of any Secured Party under any of the Loan Documents or (d) the perfection or priority of any Secured Party’s interest in any Equity Interests in any Borrower or in any other material portion of the Collateral.

“Measurement Quarter”: On any date of determination, (a) if no Trigger Event exists, a Fiscal Quarter, or (b) if a Trigger Event exists, the three (3) immediately preceding calendar months.

“Monthly Report”: For each Collection Period, a report prepared by the Borrower Representative setting forth the information identified on Exhibit D attached hereto.

“Monthly Report Confirmation”: For each Monthly Report, the confirmation by the Calculation Agent in the form of Exhibit H attached hereto, together with the annexes thereto.

“Xxxxx’x”: Xxxxx’x Investor’s Service, Inc. or any successors thereto.

“Mortgage Recording Expenses”: As defined in Section 4.12(b).

“Mortgages”: As defined in Section 4.12(a).

“MSA”: “Metropolitan statistical area” as such term is defined by the United States Office of Management and Budget from time to time.

“Multiemployer Plan”: Any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.

“Net Non-Financed Collections”: With respect to any Collection Period the aggregate of all Collections received solely in connection with the Non-Financed Properties minus the sum of the aggregate Insurance Reserve Account Deposit Amount and the aggregate Tax Reserve Account Deposit Amount for all Non-Financed Properties.

“Net Worth”: As defined in Schedule 6 hereto.

“No Lien Certificate”: A certificate in substantially the form of Exhibit C attached hereto certifying that subject the Property is not subject to any liens, other than Permitted Liens.

“Non-Eligible Property”: As defined in Section 2.13.

“Non-Financed Property”: Any Property owned by a Borrower that is not a Financed Property.

“Non-Leased Property”: Any Financed Property that is not a Leased Property.

“Non-U.S. Entity”: As defined in Section 2.12(b).

“Note”: As defined in Section 3.1(a).

“OFAC”: The U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Obligations”: All indebtedness, liabilities and obligations of every nature of any Borrower from time to time owed to the Agent (including former Agents), each Secured Party or any of them, under this Agreement or any Loan Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to any Borrower, would have accrued on any Obligation, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise, whether now existing or arising in the future, direct or indirect, fixed or contingent, joint, several or joint and several, including any extensions, renewals, refinancing, or changes in form thereof.

“Ongoing Reserve Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Ongoing Reserve Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Ongoing Reserve Account Deposit Amount”: On any date of determination, for any Financed Property, an amount equal to 25% of the sum of the following, without duplication (and calculated in accordance with Estimated Net Cash Flows, if applicable): (i) the annualized Operating Expenses; (ii) the aggregate real estate taxes or other governmental assessments related to such Property payable during each calendar year; (iii) the aggregate insurance premiums payable during each calendar year necessary in order to maintain compliance with the Insurance Requirements.

“Ongoing Reserve Account Excess Amount”: As of any date of determination, the positive excess, if any, of (a) the amount on deposit in the Ongoing Reserve Account as of such date of determination over (b) the Ongoing Reserve Account Required Amount for such date of determination.

“Ongoing Reserve Account Required Amount”: As of any date of determination, an amount equal to 25% of the sum of: (i) the annualized Operating Expenses for each Financed Property; (ii) the aggregate real estate taxes or other governmental assessments related to each Financed Property payable during each calendar year; and (iii) the aggregate insurance premiums payable during each calendar year necessary in order to maintain compliance with the Insurance Requirements for all Properties; provided that the amount computed pursuant to this clause (iii) shall be 100% of such insurance premiums payable in such calendar year with respect to the Non-Financed Properties if the Borrowers elect to exclude such premiums from the calculation of Annualized Net Cash Flow pursuant to Section 4.4.

“Ongoing Reserve Account Shortfall Amount”: As of any date of determination, the positive excess, if any, of (a) the Ongoing Reserve Account Required Amount for such date of determination over (b) the amount on deposit in the Ongoing Reserve Account as of such date of determination.

“Operating Expenses”: With respect to any Property, all costs, expenses relating to the ownership, management and maintenance of the Property, including property maintenance costs and expenses, home owners association dues, leasing costs and other expenses necessary to maintain the Property and title thereto (including, without limitation, Property Manager Fees, and amounts required to be paid to keep title of the related Borrower free and clear of liens), in each case in amounts and for purposes reasonable, customary and prudent, and consistent with prior practices of the Borrowers. Operating Expenses shall exclude (i) real estate taxes, other governmental assessments and insurance premiums to the extent reserved in, paid from or reimbursed by the Insurance Reserve Account or Tax Reserve Account, as applicable, (ii) capital expenditures and Renovation Costs, (iii) Master Property Manager Fees and (iv) bad debt expense. Operating Expenses included in the calculation of Annualized Net Cash Flow will be calculated in accordance with GAAP, and may differ from the Operating Expenses reported in Monthly Reports for the same period.

“Other Charges”: All ground rents, maintenance charges, impositions other than Taxes, and any other charges now or hereafter accessed or imposed against a Property or any part thereof.

“Other Connection Taxes”: 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 Taxes”: All present or future stamp, court or documentary, intangible, recording, filing, registration 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 the Liens created or secured under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Parent”: COP, subject to Section 13.19.

“Participant”: As defined in Section 10.1(e).

“Participant Registrar”: As defined in Section 10.1(f).

“Party”: Each Person who from time to time is a party to this Agreement.

“Paying Agent”: Xxxxx Fargo Bank, N.A., or any replacement designated pursuant to Section 2.14.

“Paying Agent Fee”: As defined in the Calculation Agent and Paying Agent Fee Letter, provided, however, the Paying Agent Fee may not be amended or modified in the Calculation Agent and Paying Agent Fee Letter without the consent of each Lender.

“Payment Date”: The 20th calendar day of each month or the next succeeding Business Day if such calendar day is not a Business Day. The initial Payment Date shall be October 21, 2013.

“Payment Date Report”: For any Payment Date, the report prepared by the Calculation Agent reflecting the principal, Interest Payment Amount, fees, costs, expenses, indemnities and deposits into the Reserve Accounts payable hereunder on such Payment Date.

“PBGC”: The Pension Benefit Guaranty Corporation.

“Pension Plan”: Any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“Permitted Distributions”: With respect to any Borrower, (a) REIT Distributions to the extent permitted hereunder, and (b)(i) Restricted Payments made with proceeds of Advances, or funds distributed to the Borrower Representative and expressly permitted to be applied to Restricted Payments in accordance with Section 2.8(b) and (ii) dividend or other distribution of any Non-Financed Property; provided, in the case of any such distributions subject to this clause (b), at the time such Permitted Distribution is made, no Responsible Officer of the Loan Parties has any notice or knowledge of a Default and no Event of Default or Trigger Event has occurred and is continuing or would be caused thereby.

“Permitted Investments”: (a) Cash and Government securities within the meaning of Section 856(c)(4)(A) of the Code and (b) negotiable instruments or securities or other investments that (x) as of any date of determination, mature by their terms on or prior to the Business Day preceding the next succeeding Payment Date, (y) are denominated in U.S. dollars and (z) evidence:

(i)marketable obligations of the United States, the full and timely payment of which are backed by the full faith and credit of the United States;

(ii)certificates of deposit and other interest-bearing obligations and issued by any bank with capital, surplus and undivided profits aggregating at least $100,000,000 or the equivalent thereof in any other currency as determined by the Agent in accordance with its normal-course foreign currency exchange practices, the short-term obligations of which meet or exceed the Short-Term Rating Requirement;

(iii)publicly traded money market funds subject to regulation under the Investment Company Act and in compliance with Rule 2a-7 of the Investment Company Act and the having a rating, at the time of such investment, of not less than “Aaa” by Xxxxx’x and “AAA” by S&P including any fund for which the Paying Agent or an Affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent and/or custodian; and

(iv)demand deposits, time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of the United States, any State thereof (or domestic branches of any foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities; provided, however, that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall meet or exceed the Short-Term Rating Requirement.

“Permitted Liens”: Any (a) Liens granted pursuant to or by the Loan Documents, (b) statutory materialmen’s Liens and mechanic’s Liens, in each case arising in the ordinary course of business with respect to obligations which are not delinquent, (c) Leases, (d) deposits in the ordinary course of business to secure liabilities to insurance carriers, utilities and other service providers, (e) Liens for taxes not yet due and payable, (f) homeowners’ association covenants, conditions and restrictions, (g) customary utility easements, (h) non-monetary liens constituting customarily acceptable title exceptions that are created or permitted by the related Borrower in the ordinary course of owning and operating a Property subsequent to the date of the related Title Insurance Policy, which liens do not have a material adverse effect on the related Property or the value thereof, (i) Specially Permitted Liens and (j) any other Lien agreed to by the Directing Lenders in connection with the title review for a Property in conformity with the provisions of Exhibit K attached hereto.

“Person”: Any individual or any general partnership, limited partnership, cooperation, joint venture, trust, limited liability company, trust, cooperative, association, unincorporated government organization or entity or any department or agency thereof.

“Plan”: Any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Pledged Security”: As defined in the Security Agreement.

“Power of Attorney”: The Power of Attorney attached hereto as Exhibit I.

“Prime Rate”: The rate of interest quoted in The Wall Street Journal, Money Rates Section as the “Prime Rate” as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Agent and any Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Pro Forma Collections”: For purposes of calculating Estimated Net Cash Flow (a) with respect to any Leased Property, the actual monthly rent received during the period such Property has been owned by the Borrower and has been a Leased Property, divided by the number of rental payment dates in such period and multiplied by twelve (12) and (b) with respect to any Non-Leased Property, the Borrower Representative’s reasonable estimate of annual rent collections, as reasonably approved by the Directing Lenders.

“Pro Rata Share”: For any Lender, on any date of determination, the percentage equivalent of a fraction (a) prior to the Revolving Period Termination Date, the numerator of which is equal to such Lender’s Commitment on such date of determination and the denominator of which is equal to the Facility Amount and (b) on and after the Revolving Period Termination Date, the numerator of which is the portion of the Advances Outstanding on such date that have been funded by such Lender and the denominator of which is equal to the Advances Outstanding on such date.

“Proceeds”: As defined in the UCC and shall include any and all Condemnation Proceeds, all gross proceeds related to any Conveyance, Insurance Proceeds and loss proceeds in respect of the Collateral.

“Property”: Each real property owned or acquired by or transferred to a Borrower, the fee title to which is held by such Borrower, together with all buildings, fixtures and improvements thereon and all other rights, benefits and proceeds arising from and in connection with such property.

“Property Addition Notice”: A written request by the Borrowers to add additional Eligible Properties as Financed Properties, in the form of Exhibit A-2 attached hereto.

“Property Addition Confirmations”: With respect to each Property Addition Notice: (i) a confirmation, in the form of Exhibit A-2A attached hereto, by the Calculation Agent that it has reviewed and confirmed the results of each of the calculations set forth in the reports annexed to Exhibit A-2A hereto and has found no Calculation Deficiency therein; and (ii) a certification, in the form of Exhibit A-2B attached hereto, by the Diligence Agent that it

has reviewed the Document Package and confirmed that it has found no Diligence Deficiency therein.

“Property Borrowing Base”: On any date of determination, for any Financed Property, an amount (not less than zero) equal to (a) 65% of the Property Value of such Financed Property minus (b) the Release Premium Deduction for such Financed Property; provided, however, (x) with respect to any Special Eligible Property, the percentage in clause (a) above may be reduced pursuant to the applicable Special Eligibility Addendum, and (y) if such Property is not an Eligible Property on such date of determination and the applicable Cure Period has expired, the Property Borrowing Base for such Property shall be deemed to be zero.

“Property Expense Amount”: With respect to any Collection Period, (a) absent the existence of a Trigger Event, the aggregate of all Operating Expenses for the Properties paid or due for such Collection Period and (b) during the existence of a Trigger Event, the aggregate of all Operating Expenses for the Financed Properties paid or due for such Collection Period.

“Property Manager”: A reputable and experienced residential property management organization with experience providing management services for residential properties similar to the Properties that is reasonably acceptable to the Borrower Representative and who is responsible for the management of any Property pursuant to an Eligible Property Management Agreement. For the avoidance of doubt, the Master Property Manager or an Affiliate of a Loan Party or the Master Property Manager may, if it otherwise satisfies this definition of Property Manager, be a Property Manager.

“Property Manager Account”: Deposit Accounts of any Property Manager that hold security deposits with respect to Financed Properties.

“Property Manager Fee”: With respect to each Property, the fees payable to any Property Manager with respect to such Property pursuant to the related Eligible Property Management Agreement; which fees shall not exceed 8.0% of all rent payments and other non-deposit amounts actually collected with respect to the related Properties.

“Property Release”: As defined in Section 2.7(a).

“Property Release Amount”: In connection with any proposed Property Release, the sum of: (A) an amount sufficient to cure any Borrowing Base Shortfall, an LTV Ratio in excess of 70% or a Trigger Event, if any, immediately after giving effect to such release, (B) an amount equal to the applicable Release Premium (together with the amount described in Clause (A), the “Reduction Amount”), (C) the unpaid interest on the Reduction Amount through the related date of prepayment, calculated at the applicable Interest Rate and (D) all unpaid fees or unreimbursed costs with respect to the Facility, to the extent relating to the portion of the Advances Outstanding to be repaid. For the purpose of clause (A) above, the Debt Service Coverage Ratio and Debt Yield Ratio shall be as determined for the most recently ended Measurement Quarter, and recalculated to exclude items included in the Annualized Net Cash Flow attributable to the Property for which the Property Release Amount is calculated.

“Property Value”: With respect to any Property, as of any date of determination, the lesser of (a) the related Asset Purchase Price and (b) the related Market Value as of the date such Property became a Financed Property; provided, however, that such Market Value for a Leased Property shall be based on the “as-is” value (and not the “quick sale” value) of such Property at such time, notwithstanding that such Property may have been a Non-Leased Property as of the date such Property became a Financed Property; and, provided, further, that if such Property is not an Eligible Property on such date of determination and the applicable Cure Period has expired, then the Property Value for such Property shall be zero.

“Proposed Scheduled Renovation Work”: As defined in Section 4.9(a).

“Purchase Agreement”: Any purchase agreement or trustee’s receipt related to, or any other document evidencing the acquisition of, a Property.

“Qualified Institution”: Any depository institution or trust company organized under the laws of the United States or any State (or any domestic branch of a foreign bank), (i) (a) that has or the parent of which has, either (1) a long-term unsecured debt rating of “A-” or higher by S&P and “A-” or higher by Xxxxx’x, or (2) a short-term unsecured debt rating of not less than “A-1” by S&P and not less than “P-1” by Xxxxx’x or (b) is otherwise acceptable to the Directing Lenders and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation.

“Qualified Title Insurance Company”: As defined in clause (q) of Schedule 2 hereto.

“Quarterly Sample”: As defined in Section 4.2(a).

“Quarterly Valuation”: Any quarterly valuation of Financed Properties made in accordance with the provisions of Section 4.2(a).

“Ratio Cure Amount”: An amount sufficient to repay Advances Outstanding such that the financial covenants in Section 8.1(s) are met.

“Ratio Cure Procedures”: With respect to a breach of Section 8.1(s):

Within five (5) Business Days after the relevant Monthly Report or BPO Report, as applicable, is delivered or is required to be delivered, the Borrowers shall notify the Agent and Lenders in writing of their intention to cure such condition by repayment of Ratio Cure Amount or delivery of additional Eligible Properties in each case to the extent necessary to cure such condition.

If the Borrowers elect to repay the Ratio Cure Amount in an amount sufficient to cure such condition, the Borrowers shall have five (5) Business Days from the date of such election to make such cure payment.

If the Borrowers elect to deliver additional Eligible Properties, the Borrowers shall have five (5) Business Days from the date of such election

to deliver the applicable Document Packages to the Diligence Agent and the Agent, and five (5) Business Days after receipt of a Diligence Agent Deficiency Notice or Calculation Agent Deficiency Report, as applicable, in which to correct any identified Diligence Deficiency or Calculation Deficiency, as applicable, therein, and such Eligible Properties will be added to the Facility as Financed Properties as soon as the Diligence Agent completes its review of the Document Packages but no later than 20 calendar days after delivery of such Document Packages.

For the purpose of determining whether a breach of Section 8.1(s) has been cured in accordance with the Ratio Cure Procedures, the Debt Service Coverage Ratio and Debt Yield Ratio shall be as determined for the most recently ended Measurement Quarter and the Loan to Value Ratio shall be as determined in the most recent BPO Report, and in each case, recalculated to give pro forma effect to any addition of any Financed Properties and any reduction of Advances Outstanding, as if such addition or reduction had occurred on the first day of the applicable Measurement Quarter or the date of such BPO Report, as applicable.

The failure to make the cure election in 1, or to effectuate an elected cure pursuant to the requirements of 2 or 3, as applicable, shall trigger an immediate Event of Default under Section 8.1(s).

“Ratio Trigger Event”: The existence, on a Reporting Date immediately following a Measurement Quarter, of either:

(a)

a Debt Service Coverage Ratio of less than 1.50:1 or

(b)

a Debt Yield Ratio of less than 7.25%;

provided, however, that for purposes of determining at any time whether a Ratio Trigger Event would exist or continues to exist, the Debt Service Coverage Ratio and Debt Yield Ratio shall be as determined for the most recently ended Measurement Quarter, and recalculated to give pro forma effect to any addition or release of any Financed Properties and any reduction of Advances Outstanding, as if such addition or reduction had occurred on the first day of the applicable Measurement Quarter.

“Ratio Trigger Delay Termination Date”: After the occurrence of a Ratio Trigger Event, the earliest to occur of: (a) an Event of Default, (b) the Borrower Representative requests release of the Ratio Trigger Reserve Account or (c) a Ratio Trigger Event continues for three consecutive months.

“Ratio Trigger Reserve Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Ratio Trigger Reserve Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Reduction Amount”: As defined in the definition of Property Release Amount.

“Register”: As defined in Section 10.1(d).

“REIT”: A Person satisfying the conditions and limitations set forth in Section 856(b) and 856(c) of the Code which are necessary to qualify such Persona as a “real estate investment trust,” as defined in Section 856(a) of the Code.

“REIT Distributions”: With respect to any Payment Date, distributions in the minimum amount that Borrower’s Representative determines is then required to allow CSR to distribute during each calendar year 90% of its net taxable income to its shareholders and an additional amount necessary to pay any tax due on undistributed net taxable income, but solely to the extent that such required distributions or undistributed taxable income are attributable to the net income of the Borrowers.

“Related Party Property Release”: Either a Borrower Property Release or the Conveyance of a Financed Property to a Borrower-Related Party other than a Loan Party.

“Release”: Any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment, including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Release Premium”: For any Property Release, (i) if in connection with the Initial Securitization, 5% of the Property Borrowing Base of the released Financed Property and, (ii) otherwise, 10% of such Property Borrowing Base.

“Release Premium Deduction”: For any Financed Property, an amount which shall equal zero prior to the first Property Release to occur after the Restatement Effective Date, and which shall be increased with respect to each Property Release occuring after the Restatement Effective Date by an amount equal to the Release Premium for such Property Release times a percentage, the numerator of which is the Property Borrowing Base of such Financed Property and the denominator of which is the remaining Borrowing Base after giving effect to the applicable Property Release.

“Release Premium Report”: As defined in Section 6.1(i).

“Renovation Cost Reserve Account”: The Securities Account established and maintained by the Paying Agent in the name of the Borrower Representative and entitled “Xxxxx Fargo Bank, N.A., as Paying Agent, in trust for the Borrowers — Renovation Cost Reserve Account # 00000000” or such other account established at the Paying Agent (or any successor) as may be designated in writing from time to time by the Agent, and at all times subject to an Account Control Agreement.

“Renovation Cost Reserve Account Required Amount”: As defined in Section 4.9(b).

“Renovation Cost Reserve Account Shortfall Amount”: As of any date of determination, the positive excess, if any, of (a) the Renovation Cost Reserve Account Required Amount for such date of determination over (b) the amount on deposit in the Renovation Cost Reserve Account as of such date of determination.

“Renovation Costs”: For any Property, the aggregate of the costs estimated to be incurred by the applicable Borrower with respect to the renovation of such Property, as demonstrated in a certificate certified by a Responsible Officer of the Borrower Representative delivered to and approved by the Diligence Agent and the Directing Lenders as provided in the Diligence Agent Agreement; provided that, with respect to any Property for which such costs exceed 10% of the Asset Purchase Price, the Agent and the Lenders shall have a right to request recalculation of the Renovation Costs in any case where any of them considers the assessment thereof not reasonably satisfactory. For the avoidance of doubt, Renovation Costs do not include any fees, costs or expenses associated with any ongoing recurring repairs or maintenance to any Property.

“Renovation Standards”: Those maintenance, repairs, improvements and installations that are necessary (i) for a Property to conform to the requirements of Applicable Law and not deviate materially from local rental market standards for the area in which such Property is located and (ii) for a Property to conform to Requirements for Existing Housing One to Four Family Units (4905.1) or Minimum Property Standard for One and Two Family Dwellings (200.926) as applicable, as published by the U.S. Department of Housing and Urban Development.

“Repair Completion Certificate”: The repair completion certificate of a Responsible Officer of the Borrower Representative certifying that all repairs to any Property in respect of which Insurance Proceeds are held in the Insurance Proceeds Account have been completed.

“Replacement Cost”: With respect to any Property, the cost, determined using the replacement cost assumptions satisfying the requirements of 6.2(i), to rebuild in full the improvements and replace all personal property of the related Borrower related to such Property, which shall be exclusive of costs of excavations, foundations, underground utilities and footings.

“Reportable Event”: Any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Reporting Date”: With respect to any Payment Date, the fifteenth (15th) day of the related calendar month or, if such day is not a Business Day, the immediately succeeding Business Day.

“Required Insurance Policies”: With respect to a Property, the insurance policies required by Section 6.2.

“Required Lenders”: On any day, Lenders with Pro Rata Shares exceeding 50% in the aggregate; provided that if there are only two (2) Lenders, Required Lenders shall mean both Lenders.

“Required Principal Payment Amounts”: Principal prepayments required pursuant to Sections 2.7 and 2.13.

“Reserve Account”: Individually or collectively, as the context may require, the Insurance Reserve Account, the Tax Reserve Account, the Ratio Trigger Reserve Account, the Ongoing Reserve Account, the Special Reserve Account, the Renovation Cost Reserve Account and the Interest Reserve Account.

“Reserve Account Deposit Amount”: For any proposed Advance, (i) the related Interest Reserve Account Deposit Amount and the Interest Reserve Account Shortfall Amount, without double counting, (ii) the related Insurance Reserve Account Initial Deposit Amount and the Insurance Reserve Account Shortfall Amount, without double counting, (iii) the related Tax Reserve Account Initial Deposit Amount and the Tax Reserve Account Shortfall Amount, without double counting, (iv) the related Ongoing Reserve Account Deposit Amount and the Ongoing Reserve Account Shortfall Amount, without double counting, (v) the Renovation Cost Reserve Account Shortfall Amount and (vi) the related Special Reserve Account Deposit Amount.

“Reserve Interest Rate”: With respect to any LIBOR determination date, the rate per annum that the Agent determines to be either (i) the arithmetic mean (rounded to the nearest whole multiple of 1/100%) of the one-month or overnight U.S. dollar lending rates (as applicable) which New York City banks selected by the Agent are quoting on the relevant LIBOR determination date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Agent can determine no such arithmetic mean, the lowest one-month or overnight U.S. dollar lending rate (as applicable) which New York City banks selected

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REVOLVING CREDIT AGREEMENT

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