American Land Title Association Uses in DEFINITIONS Clause

DEFINITIONS from Master Repurchase Agreement

This is a MASTER REPURCHASE AGREEMENT (the Agreement), dated as of November 4, 2016, between TH COMMERCIAL UBS LLC, a Delaware limited liability company (Seller) and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the Buyer).

DEFINITIONS. As used herein, the defined terms set forth below shall have the meanings set forth herein. Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Pricing Letter. Additionally, as used herein, the following terms shall have the meanings defined in the Uniform Commercial Code: accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software), and supporting obligations, products and proceeds. 1934 Act shall have the meaning set forth in Section 33 hereof. A-Note shall mean the original promissory note, if any, that was executed and delivered in connection with the senior or pari passu senior position of a Commercial Mortgage Loan. Accepted Servicing Practices shall mean, with respect to any Purchased Asset, Requirements of Law, the provisions of Commercial Mortgage Loan Documents, the terms of the Collateral Administration Agreement and, to the extent consistent with the foregoing, customary and usual standards of practice of prudent institutional multifamily and commercial mortgage lenders, loan servicers and asset managers. Acquisition Cost shall mean the total cost to Seller of originating or acquiring a Purchased Asset, which shall mean (i) with respect to an originated Purchased Asset, the outstanding principal balance advanced by Seller to the related Obligor or (ii) with respect to an acquired Purchased Asset, the purchase price paid by Seller for such Purchased Asset. Affiliate shall mean with respect to any Person, any affiliate of such Person, as such term is defined in the Bankruptcy Code. Agreement shall mean this Master Repurchase Agreement between Buyer and Seller, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified, from time to time, in accordance with the terms hereof. ALTA shall mean American Land Title Association, or any successor thereto. Annual Debt Service shall mean, for any Purchased Asset twelve (12) times the monthly payment in effect on the date of determination with respect to the related Purchased Asset. Annual Financial Statement Date shall have the meaning set forth in the Pricing Letter. Anti-Money Laundering Laws shall have the meaning set forth in Section 11(x) hereof. Appraised Value shall mean, with respect to any Purchased Asset, the as is value set forth in a Qualified Appraisal of the related Mortgaged Property. Approved Bailee shall have the meaning assigned to such term in the Custodial Agreement. Approved CPA shall mean Ernst & Young LLP and its successors. Approved Product shall mean each Product approved by Buyer as identified in the Pricing Letter. Notwithstanding any reference to a Product herein, such Product shall not be an Approved Product unless expressly identified as such in the Pricing Letter or Transaction Request and Confirmation. Asset File shall mean the documents specified on Exhibit A to the Custodial Agreement, together with any additional documents and information required to be delivered to Buyer or its designee (including the Custodian) pursuant to this Agreement. Asset Schedule shall mean with respect to any Transaction as of any date, an Asset Schedule in the form of a computer tape or other electronic medium generated by Seller and delivered to Buyer in accordance with the terms of this Agreement and to Custodian as set forth in the Custodial Agreement, which provides information relating to the Purchased Assets in the form of Annex 1 to Exhibit F hereto. Asset Value shall have the meaning set forth in the Pricing Letter. Assignment and Acceptance shall have the meaning set forth in Section 18 hereof. Assignment of Leases shall mean, with respect to any Mortgage or other security agreement, an assignment of leases thereunder, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the Mortgaged Property is located to reflect the assignment of leases. Assignment of Mortgage shall mean an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage or other security agreement. ASTM shall have the meaning set forth in Schedule 1 hereof. B-Note shall mean the original promissory note, if any, that was executed and delivered in connection with the junior position of a Commercial Mortgage Loan. Bailee Letter shall have the meaning assigned to such term in the Custodial Agreement. Bankruptcy Code shall mean the United States Bankruptcy Code of 1978, as amended from time to time. Blank Assignment Documents shall have the meaning set forth in Section 3(b)(viii) hereof. Business Day shall mean a day other than (i) a Saturday or Sunday,

Definitions from Management Agreement

THIS SECOND AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT made effective as of April 21, 2017 (the Effective Date), by and among HERITAGE FIELDS EL TORO, LLC, a Delaware limited liability company (Owner), FIVE POINT COMMUNITIES MANAGEMENT, INC., a Delaware corporation (Manager), for the purpose of Section 4.8 only, FIVE POINT OPERATING COMPANY, LLC, a Delaware limited liability company (the Operating Company) and, for the purpose of Sections 4.7 and 4.8 only, FIVE POINT COMMUNITIES, LP, a Delaware limited partnership (the Manager Partnership). Manager and Owner are sometimes referred to each as a Party and collectively as the Parties.

Definitions. The following terms, when used in this Agreement, shall have the respective meanings indicated: Affiliate shall mean, with respect to the Person in question, any other Person directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with the Person in question. In no event shall Owner and Manager be deemed Affiliates of one another for purposes of this Agreement. Affiliate Party shall mean, with respect to a Person: (a) any Person directly or indirectly owning or holding ten percent (10%) or more of the outstanding voting securities or other equity ownership interests of such Person; (b) any Person ten percent (10%) or more of whose outstanding securities or other equity ownership interests are directly or indirectly owned or held by such Person; (c) any Person Controlling, Controlled by or under common Control with such Person; (d) any officer, director, employee, member or partner of such Person; (e) if such Person is an officer, director, employee, member or partner, any Entity for which such Person acts in any such capacity; and (f) any sibling, direct descendant (including adopted children or grandchildren), parent, grandparent or spouse of such Person, or any trust or limited partnership created solely for the benefit of any such Person. In all events, CEO and Manager shall be considered Affiliate Parties of one another and Lennar and Manager shall be considered Affiliate Parties of one another. Notwithstanding the foregoing, in no event shall Owner and Manager be deemed Affiliate Parties of one another for purposes of this Agreement. Affiliate Property Transfer means any Property Transfer that is not a Non-Affiliate Property Transfer. Agreement shall mean this Second Amended and Restated Development Management Agreement, together with all Exhibits, as the same (including such Exhibits) may be amended and/or restated from time to time in accordance with the terms hereof. Amended and Restated Development Agreement shall mean that certain Amended and Restated Development Agreement by and between Owner and the City of Irvine, dated as of December 27, 2010, recorded in the official records of Orange County, California, as amended or supplemented from time to time. Amended and Restated Master Implementation Agreement shall mean that certain Amended and Restated Master Implementation Agreement by and between Owner and the City of Irvine, dated as of December 27, 2010, as recorded in the official records of the Orange County, California recorder. Annual Budget shall have the meaning set forth in the JV Agreement. Approved Budget shall mean, at the time in question, the Annual Budget set forth in the Approved Business Plan in effect at such time. Approved Business Plan shall mean any Business Plan and any Revised Business Plan Approved by Owner in accordance with the terms hereof, as the same may be modified (or further modified) from time to time in accordance with the terms hereof. The Approved Business Plan for Fiscal Year 2017 was approved by written consent of the Members, dated April 21, 2017. Approved by Owner and Approval by Owner (and words of similar import) shall have the meaning set forth in Section 2.5. Approved Costs shall have the meaning set forth in Section 4.5. Approved Project Team Budget shall mean, for any Fiscal Year, a Project Team Budget Approved by Owner in accordance with the terms hereof, as the same may be modified by any Revised Project Team Budget Approved by Owner in accordance with the terms hereof, for such Fiscal Year. The Approved Project Team Budget for Fiscal Year 2017 is included within the Approved Business Plan. The Project Team Budget shall be a component of the Approved Budget. Architect shall mean any licensed architect, engineer, architectural firm or engineering firm engaged by Owner in accordance with the terms hereof to assist with respect to all or any portion of the Project. Audited Financial Statements shall have the meaning set forth in Section 5.2(a). Available Cash shall have the meaning set forth in the JV Agreement. Available Insurance Proceeds shall have the meaning set forth in Section 7.4(a). Available Insurance Proceeds Amount shall have the meaning set forth in Section 7.4(a). Bankruptcy shall mean, with respect to the affected party: (i) the entry of an Order for Relief under the Bankruptcy Code; (ii) the admission by such party in writing of its inability to pay its debts as they mature; (iii) the making by it of an assignment for the benefit of creditors; (iv) the filing by it of a petition in bankruptcy or a petition for relief under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar Law; (v) the expiration of sixty (60) days after the filing of an involuntary petition under the Bankruptcy Code or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state insolve

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of March 30, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), is made by and among HOME SFR BORROWER II, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 36C Strand Street, Christiansted, VI 00820 (Borrower), VACA MORADA PARTNERS, LP, a Delaware limited partnership, (a Lender), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a Lender and together with Vaca Morada Partners, LP, collectively, the Lender) and AMHERST SFR LENDER, LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as Agent).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Blanket Policy has the meaning set forth in Section 5.1.1(e). Acceptable Counterparty means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterpartys obligations) that (i) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (A) (x) a long-term unsecured debt rating of not less than A by S&P and a short-term senior unsecured debt rating of at least A-1 from S&P or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least A+ from S&P and (B)(x) a long-term unsecured debt rating of not less than A2 from Moodys and a short-term senior unsecured debt rating of at least P1 from Moodys or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least A1 from Moodys, or (ii) is otherwise acceptable to the Approved Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization. Acknowledgment means the Acknowledgment, dated on or about the Closing Date made by Counterparty, or as applicable, Acceptable Counterparty with respect to the Interest Rate Cap Agreement. Actual Rent Collections means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that collections of Advance Rent shall be allocated to the applicable calendar month set forth in the Advance Rent Disbursement Schedule. Additional Insolvency Opinion means a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date, in form and substance and from counsel reasonably satisfactory to Lender and, following a Securitization, as to which a Rating Agency Confirmation has been obtained. Additional Loan means a loan extended by Lender to Borrower pursuant to this Agreement in accordance with Section 2.1.6, which shall be secured by the Properties. Advance Rent means, for any given month, any Rent that has been prepaid more than thirty (30) days in advance, as measured from the date of determination. Advance Rent Disbursement Schedule means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account. Advance Rent Funds has the meaning set forth in Section 6.7.1. Advance Rent Subaccount has the meaning set forth in Section 6.7.1. Affected Property has the meaning set forth in Section 2.4.2(a). Affiliate means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person. Agent has the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. Agreement has the meaning set forth in the introductory paragraph hereto. Allocated Loan Amount means for a Property the amount set forth on Schedule I, as the same may be reduced pursuant to Section 2.4.4(f); provided that (i) if a single Substitute Property is substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of such Substitute Property shall be the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, and (ii) if two (2) or more Substitute Properties are substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of each such Substitute Property shall be a pro rata portion of the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, with such pro rata portion determined based on the BPO Values of the Substitute Properties. For the avoidance of doubt, in connection with calculating the payments contemplated by this Agreement, Lender will determine the Allocated Loan Amount for any individual Property as of the date Lender received notice of the prepayment from Borrower. ALTA means American Land Title Association, or any successor thereto. Annual Budget means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis. Anti-Money Laundering Laws has the meaning set

Definitions from Amended and Restated Loan Agreement

THIS LOAN AGREEMENT, dated as of October 7, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), is made by and between HOME SFR BORROWER, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 36C Strand Street, Christiansted, VI 00820 (Borrower) and MSR LENDER LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (as Lender).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Blanket Policy has the meaning set forth in Section 5.1.1(e). Acceptable Counterparty means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterpartys obligations) that (i) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (A) (x) a long-term unsecured debt rating of not less than A by S&P and a short-term senior unsecured debt rating of at least A-1 from S&P or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least A+ from S&P and (B)(x) a long-term unsecured debt rating of not less than A2 from Moodys and a short-term senior unsecured debt rating of at least P1 from Moodys or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least A1 from Moodys, or (ii) is otherwise acceptable to the Approved Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization. Acknowledgment means the Acknowledgment, dated on or about the Closing Date made by Counterparty, or as applicable, Acceptable Counterparty with respect to the Interest Rate Cap Agreement. Actual Rent Collections means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that collections of Advance Rent shall be allocated to the applicable calendar month set forth in the Advance Rent Disbursement Schedule. Additional Insolvency Opinion means a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date, in form and substance and from counsel reasonably satisfactory to Lender and, following a Securitization, as to which a Rating Agency Confirmation has been obtained. Advance Rent means, for any given month, any Rent that has been prepaid more than thirty (30) days in advance, as measured from the date of determination. Advance Rent Disbursement Schedule means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account. Advance Rent Funds has the meaning set forth in Section 6.7.1. Advance Rent Subaccount has the meaning set forth in Section 6.7.1. Affected Property has the meaning set forth in Section 2.4.2(a). Affiliate means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person. Agent has the meaning set forth in the recitals hereto, together with its successors and permitted assigns. Agreement has the meaning set forth in the introductory paragraph hereto. Allocated Loan Amount means for a Property the amount set forth on Schedule I, as the same may be reduced pursuant to Section 2.4.4(f); provided that (i) if a single Substitute Property is substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of such Substitute Property shall be the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, and (ii) if two (2) or more Substitute Properties are substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of each such Substitute Property shall be a pro rata portion of the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, with such pro rata portion determined based on the BPO Values of the Substitute Properties. For the avoidance of doubt, in connection with calculating the payments contemplated by this Agreement, Lender will determine the Allocated Loan Amount for any individual Property as of the date Lender received notice of the prepayment from Borrower. ALTA means American Land Title Association, or any successor thereto. Annual Budget means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis. Anti-Money Laundering Laws has the meaning set forth in Section 4.1.19. Applicable HOA Properties means with respect to any Applicable HOA State, (i) all HOA Properties located in such Applicable HOA State except for any HO

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of September 30, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), is made by and among HOME SFR BORROWER, LLC, a Delaware limited liability company, having its principal place of business at c/o Altisource Asset Management Corporation, 36C Strand Street, Christiansted, VI 00820 (Borrower), MSR I, L.P., a Delaware limited partnership, (a Lender), having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, MSR II, L.P., a Delaware limited partnership, having its principal place of business at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, (a Lender and together with MSR I, L.P., collectively, the Lender) and MSR LENDER LLC, a Delaware limited liability company, having an address at 5001 Plaza on the Lake, Suite 200, Austin, TX 78746, as agent (in such capacity as Agent).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Blanket Policy has the meaning set forth in Section 5.1.1(e). Acceptable Counterparty means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterpartys obligations) that (i) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (A) (x) a long-term unsecured debt rating of not less than A by S&P and a short-term senior unsecured debt rating of at least A-1 from S&P or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least A+ from S&P and (B)(x) a long-term unsecured debt rating of not less than A2 from Moodys and a short-term senior unsecured debt rating of at least P1 from Moodys or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least A1 from Moodys, or (ii) is otherwise acceptable to the Approved Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization. Acknowledgment means the Acknowledgment, dated on or about the Closing Date made by Counterparty, or as applicable, Acceptable Counterparty with respect to the Interest Rate Cap Agreement. Actual Rent Collections means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that collections of Advance Rent shall be allocated to the applicable calendar month set forth in the Advance Rent Disbursement Schedule. Additional Insolvency Opinion means a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date, in form and substance and from counsel reasonably satisfactory to Lender and, following a Securitization, as to which a Rating Agency Confirmation has been obtained. Advance Rent means, for any given month, any Rent that has been prepaid more than thirty (30) days in advance, as measured from the date of determination. Advance Rent Disbursement Schedule means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account. Advance Rent Funds has the meaning set forth in Section 6.7.1. Advance Rent Subaccount has the meaning set forth in Section 6.7.1. Affected Property has the meaning set forth in Section 2.4.2(a). Affiliate means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person. Agent has the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns. Agreement has the meaning set forth in the introductory paragraph hereto. Allocated Loan Amount means for a Property the amount set forth on Schedule I, as the same may be reduced pursuant to Section 2.4.4(f); provided that (i) if a single Substitute Property is substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of such Substitute Property shall be the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, and (ii) if two (2) or more Substitute Properties are substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of each such Substitute Property shall be a pro rata portion of the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, with such pro rata portion determined based on the BPO Values of the Substitute Properties. For the avoidance of doubt, in connection with calculating the payments contemplated by this Agreement, Lender will determine the Allocated Loan Amount for any individual Property as of the date Lender received notice of the prepayment from Borrower. ALTA means American Land Title Association, or any successor thereto. Annual Budget means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis. Anti-Money Laundering Laws has the meaning set forth in Section 4.1.19. Applicable HOA Properties means with respect to any Applicable HOA State, (i) all HOA Properties located in such Applicable HOA State exc

Definitions from Amendment to Credit Agreement

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 21, 2014, is entered into by and among PVH CORP., a Delaware corporation (the "U.S. Borrower"), PVH B.V. (formerly known as Tommy Hilfiger B.V.), a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the "European Borrower" and, together with the U.S. Borrower, the "Borrowers"), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent"), with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPFS") and CITIGROUP GLOBAL MARKETS INC. ("CGMICITIBANK, N.A.("Citi"), as Co-Syndication Agents (together with their permitted successors in such capacity, the "Co-Syndication Agents"), an

Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:"2020 Notes" means the 7.375% senior unsecured notes due 2020 issued by the U.S. Borrower pursuant to the 2020 Notes Indenture."2020 Notes Documents" means the 2020 Notes, the 2020 Notes Indenture and all other instruments, agreements and other documents evidencing or governing the 2020 Notes or providing for any guarantee or other right in respect thereof."2020 Notes Indenture" means that certain Indenture, dated as of May 6, 2010, between the U.S. Borrower and U.S. Bank National Association, as trustee."2022 Notes" means the 4.500% senior unsecured notes due 2022 issued by the U.S. Borrower pursuant to the 2022 Notes Indenture."2022 Notes Documents" means the 2022 Notes, the 2022 Notes Indenture and all other instruments, agreements and other documents evidencing or governing the 2022 Notes or providing for any guarantee or other right in respect thereof."2022 Notes Indenture" means that certain Indenture, dated as of December 20, 2012, between the U.S. Borrower and U.S. Bank National Association, as trustee."2023 Debentures" means the 7-3/4% debentures due 2023 issued by the U.S. Borrower pursuant to the 2023 Debentures Indenture."2023 Debentures Indenture" means that certain Indenture, dated as of November 1, 1993, between the U.S. Borrower and the 2023 Debentures Trustee."2023 Debentures Intercreditor Agreement" means that certain 2023 Debentures Intercreditor Agreement, dated as of the Closing Date, between the U.S. Borrower, the Collateral Agent and The Bank of New York Mellon, as trustee under the 2023 Debentures Indenture."2023 Debentures Obligations" means all obligations of every nature of any Group Member under or with respect to the 2023 Debentures."2023 Debentures Trustee" means The Bank of New York Mellon, as trustee under the 2023 Debentures Indenture, and its successors in such capacity."Acquired Business" means The Warnaco Group, Inc., a Delaware corporation, which was acquired by the U.S. Borrower pursuant to the Acquisition."Acquisition" means that certain acquisition pursuant to the Acquisition Agreement whereby the Acquired Business was merged with Merger Sub on the Closing Date, with the Acquired Business surviving as a wholly-owned Subsidiary of the U.S. Borrower."Acquisition Agreement" means that certain Agreement and Plan of Merger, dated as of October 29, 2012, by and among the U.S. Borrower, Merger Sub and the Acquired Business."Acquisition Agreement Representations" means the representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders (but only to the extent that the U.S. Borrower or its Subsidiaries (other than the Acquired Business and its Subsidiaries) have the right to terminate their respective obligations under the Acquisition Agreement (or decline to consummate the transactions thereunder) as a result of a breach of such representations in the Acquisition Agreement)."Acquisition Consideration" means the purchase consideration for any PermittedSubject Acquisition and all other payments by any Group Member in exchange for, or as part of, or in connection with, any PermittedSubject Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such PermittedSubject Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, "earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business (it being understood that the amount of any deferred payment, including consideration paid in the form of or pursuant to an "earn-out" or other contingent payment, shall be calculated as the present value of expected future payments in respect thereof, as of the date of consummation of the applicable PermittedSubject Acquisition in accordance with GAAP)."Acquisition Period" shall mean the period from and after the consummation of a Qualifying Acquisition to and including the last day of the fourth full fiscal quarter following the fiscal quarter in which such Qualifying Acquisition was consummated."Adjusted Eurocurrency Rate" means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurocurrency Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the applicable Screen Rate for deposits (for delivery on the first day of such period) (such page currently being (x) in relation to a Loan denominated i

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of June 30, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between CAH 2014-2 BORROWER, LLC, a Delaware limited liability company, having its principal place of business at 2450 Broadway, 6th Floor, Santa Monica, California 90404 ("Borrower") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender").

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: "Acceptable Blanket Policy" has the meaning set forth in Section 5.1.1(e). "Acceptable Counterparty" means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterparty's obligations) that (a) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (i) (x) a long-term unsecured debt rating of not less than "A" by S&P and a short-term senior unsecured debt rating of at least "A-1" from S&P or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least "A+" from S&P and (ii)(x) a long-term unsecured debt rating of not less than "A2" from Moody's and a short-term senior unsecured debt rating of at least "P1" from Moody's or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least "A1" from Moody's or (b) is otherwise acceptable to the Approved Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization. "Acknowledgment" means the Acknowledgment, dated on or about the Closing Date made by Counterparty, or as applicable, Acceptable Counterparty. "Actual Rent Collections" means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that (i) collections of Advance Rent shall be allocated to applicable calendar month set forth in the Advance Rent Disbursement Schedule and (ii) collections of Rent that was payable with respect to a calendar month but was paid late will be allocated to such calendar month if received prior to the date that is forty-five (45) days from but excluding the last day of the calendar quarter that includes such calendar month. "Additional Insolvency Opinion" means a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date, in form and substance and from counsel reasonably satisfactory to Lender and, following a Securitization, as to which a Rating Agency Confirmation has been obtained. "Advance Rent" means, for any given month, any Rent that has been prepaid more than one (1) month in advance, as measured from the date of determination. "Advance Rent Disbursement Schedule" means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account. "Advance Rent Funds" has the meaning set forth in Section 6.7.1. "Advance Rent Subaccount" has the meaning set forth in Section 6.7.1. "Affected Property" has the meaning set forth in Section 2.4.2(a). "Affiliate" means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person. "Agreement" has the meaning set forth in the introductory paragraph hereto. "Allocated Loan Amount" means for a Property the amount set forth on Schedule I, as the same may be reduced pursuant to Section 2.3.6 and Section 2.4.4(f). "ALTA" means American Land Title Association, or any successor thereto. "Annual Budget" means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis. "Anti-Money Laundering Laws" has the meaning set forth in Section 4.1.20. "Approved Annual Budget" has the meaning set forth in Section 4.3.2. "Approved Capital Expenditures" means Capital Expenditures incurred by Borrower and either (i) if no Cash Sweep Period is continuing, included in the Annual Budget or, if during a Cash Sweep Period, in an Approved Annual Budget or (ii) approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, any budgeted Capital Expenditure amount for a calendar month may be carried forward if unused in such calendar month; provided, however, no such unused amount may be carried over from the last calendar month of any Approved Annual Budget to the first calendar month of the next Approved Annual Budget. "Approved Extraordinary Expense" has the meaning set forth in Section 6.6.4. "Approved Initial Budget" has the meaning set forth in Section 4.3.2. "Approved Rating Agencies" means each of the nationally-recognized statistical rating agencies which has been approved by Lender and designated by Lender to assign a rating to the Securities. "Assignment of Management Agreement" means (i) with respect to Manag

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of April 10, 2014 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between CAH 2014-1 BORROWER, LLC, a Delaware limited liability company, having its principal place of business at 2450 Broadway, 6th Floor, Santa Monica, California 90404 ("Borrower") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender").

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: "Acceptable Blanket Policy" has the meaning set forth in Section 5.1.1(e). "Acceptable Counterparty" means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterparty's obligations) that (a) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (i) (x) a long-term unsecured debt rating of not less than "A" by S&P and a short-term senior unsecured debt rating of at least "A-1" from S&P or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least "A+" from S&P, (ii)(x) a long-term unsecured debt rating of not less than "A2" from Moody's and a short-term senior unsecured debt rating of at least "P1" from Moody's or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least "A1" from Moody's, and (iii) if any the Securities or any class thereof in any Securitization are rated by Fitch, a long-term unsecured debt rating of at least "A" by Fitch and short-term unsecured debt rating of at least "F1", or (b) is otherwise acceptable to the Approved Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization. "Acknowledgment" means the Acknowledgment, dated on or about the Closing Date made by Counterparty, or as applicable, Acceptable Counterparty. "Actual Rent Collections" means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that (i) collections of Advance Rent shall be allocated to applicable calendar month set forth in the Advance Rent Disbursement Schedule and (ii) collections of Rent that was payable with respect to a calendar month but was paid late will be allocated to such calendar month if received prior to the date that is forty-five (45) days from but excluding the last day of the calendar quarter that includes such calendar month. "Additional Insolvency Opinion" means a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date, in form and substance and from counsel reasonably satisfactory to Lender and, following a Securitization, as to which a Rating Agency Confirmation has been obtained. "Advance Rent" means, for any given month, any Rent that has been prepaid more than one (1) month in advance, as measured from the date of determination. "Advance Rent Disbursement Schedule" means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account. "Advance Rent Funds" has the meaning set forth in Section 6.7.1. "Advance Rent Subaccount" has the meaning set forth in Section 6.7.1. "Affected Property" has the meaning set forth in Section 2.4.2(a). "Affiliate" means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person. "Agreement" has the meaning set forth in the introductory paragraph hereto. "Allocated Loan Amount" means for a Property the amount set forth on Schedule I, as the same may be reduced pursuant to Section 2.3.6 and Section 2.4.4(f). "ALTA" means American Land Title Association, or any successor thereto. "Annual Budget" means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis. "Anti-Money Laundering Laws" has the meaning set forth in Section 4.1.20. "Approved Annual Budget" has the meaning set forth in Section 4.3.2. "Approved Capital Expenditures" means Capital Expenditures incurred by Borrower and either (i) if no Cash Sweep Period is continuing, included in the Annual Budget or, if during a Cash Sweep Period, in an Approved Annual Budget or (ii) approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, any budgeted Capital Expenditure amount for a calendar month may be carried forward if unused in such calendar month; provided, however, no such unused amount may be carried over from the last calendar month of any Approved Annual Budget to the first calendar month of the next Approved Annual Budget. "Approved Extraordinary Expense" has the meaning set forth in Section 6.6.4. "Approved Initial Budget" has the meaning set forth in Section 4.3.2. "Approved Rating Agencies" means each of the national

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of June 11, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), between CAH 2015-1 BORROWER, LLC, a Delaware limited liability company, having its principal place of business at 2450 Broadway, 6th Floor, Santa Monica, California 90404 ("Borrower") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 ("Lender").

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: "Acceptable Blanket Policy" has the meaning set forth in Section 5.1.1(e). "Acceptable Counterparty" means a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterparty's obligations) that (i) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (A) (x) a long-term unsecured debt rating of not less than "A" by S&P and a short-term senior unsecured debt rating of at least "A-1" from S&P or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least "A+" from S&P and (B)(x) a long-term unsecured debt rating of not less than "A2" from Moody's and a short-term senior unsecured debt rating of at least "P1" from Moody's or (y) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least "A1" from Moody's or (ii) is otherwise acceptable to the Approved Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization. "Acknowledgment" means the Acknowledgment, dated on or about the Closing Date made by Counterparty, or as applicable, Acceptable Counterparty. "Actual Rent Collections" means, for any period of determination, the actual cash collections of Rents in respect of the Properties by Borrower; provided, that (i) collections of Advance Rent shall be allocated to applicable calendar month set forth in the Advance Rent Disbursement Schedule and (ii) collections of Rent that was payable with respect to a calendar month but was paid late will be allocated to such calendar month if received prior to the date that is forty-five (45) days from but excluding the last day of the calendar quarter that includes such calendar month. "Additional Insolvency Opinion" means a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date, in form and substance and from counsel reasonably satisfactory to Lender and, following a Securitization, as to which a Rating Agency Confirmation has been obtained. "Advance Rent" means, for any given month, any Rent that has been prepaid more than one (1) month in advance, as measured from the date of determination. "Advance Rent Disbursement Schedule" means a schedule showing the Payment Dates to which Advance Rents received by Borrower are applicable and should be disbursed from the Advance Rent Subaccount to the Cash Management Account. "Advance Rent Funds" has the meaning set forth in Section 6.7.1. "Advance Rent Subaccount" has the meaning set forth in Section 6.7.1. "Affected Property" has the meaning set forth in Section 2.4.2(a). "Affiliate" means, as to any Person, any other Person that (i) owns directly or indirectly forty-nine percent (49%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person, and/or (iii) is a director or officer of such Person or of an Affiliate of such Person. "Agreement" has the meaning set forth in the introductory paragraph hereto. "Allocated Loan Amount" means for a Property the amount set forth on Schedule I, as the same may be reduced pursuant to Section 2.4.4(f); provided that (i) if a single Substitute Property is substituted for an Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of such Substitute Property shall be the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, and (ii) if two (2) or more Substitute Properties are substituted for a Affected Property or portfolio of Affected Properties pursuant to Section 2.4.2(a), then the initial Allocated Loan Amount of each such Substitute Property shall be a pro rata portion of the Allocated Loan Amount of such Affected Property (or the aggregate Allocated Loan Amounts of such Affected Properties) immediately prior to its (or their) substitution, with such pro rata portion determined based on the BPO Values of the Substitute Properties. For the avoidance of doubt, in connection with calculating the payments contemplated by this Agreement, Lender will determine the Allocated Loan Amount for any individual Property as of the date Lender received notice of the prepayment from Borrower. "ALTA" means American Land Title Association, or any successor thereto. "Annual Budget" means the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 4.3.2 for the applicable calendar year, prepared on a month-by-month basis. "Anti-Money Laundering Laws" has the meaning set fo

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of June 23, 2016 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, having an address at 10 Park Avenue, Morristown, PO Box 1902, New Jersey 07960 (together with its affiliates and/or their respective successors and assigns, "Lender"), and CHSP BOSTON II LLC, a Delaware limited liability company, having an address at 1997 Annapolis Exchange Parkway, Suite 410, Annapolis, Maryland 21401 ("Borrower").

Definitions. For all purposes of this Agreement, except as otherwise expressly provided:"Actions" shall have the meaning set forth in Section 5.1.18(a)."Affiliate" shall mean, as to any Person, any other Person that, directly or indirectly, (i) owns more than ten percent (10%) of such Person, or (ii) is in Control of, is Controlled by or is under common ownership or Control with such Person."Agreement" shall have the meaning set forth in the introductory paragraph hereto."ALTA" shall mean American Land Title Association or any successor thereto."Appraisal" shall mean an appraisal with respect to the Property conducted in accordance with the standards of the Appraisal Institute by an Appraiser and certified by such Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as FIRREA."Appraiser" shall mean an independent appraiser, selected by Lender or any applicable Servicer, that is a member in good standing of the Appraisal Institute and that is certified or licensed in the State in which the Property is located, and who has a minimum of five (5) years' experience in the appraisal of comparable properties in the geographic area in which the Property is located."Approved FF&E Expense" for any period shall mean the amount expended for FF&E Work in, at, or to, the Property."Approved Management Agreement" shall have the meaning set forth in Section 8.1(b)(ii)(5)."Approved Plans and Specifications" shall have the meaning set forth in Section 6.2.3(a)."Architect" shall have the meaning set forth in Section 6.2.3(a)."Assignment of Leases" shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower and TRS Entity, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Assignment of Management Agreement" shall mean that certain Subordination Non-disturbance and Attornment Agreement with respect to the Management Agreement, dated as of the date hereof among TRS Entity, Manager and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time."Award" shall mean any and all compensation, awards, damages, proceeds and payments or relief for the Condemnation paid in connection with a Condemnation in respect of all or any part of the Property."Bankruptcy Code" shall mean Title 11 of the United States Code entitled "Bankruptcy", as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors' rights."Basic Carrying Costs" shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums."Borrower" shall have the meaning set forth in the introductory paragraph hereto."Borrower's Constituents" shall have the meaning set forth in Section 4.1.30."Broker" shall have the meaning set forth in Section 12.22."Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks or Lender are not open for general business in (i) the State of New York, or (ii) the state where the servicing offices of the Servicer are located."Capital Expenditures" shall mean for any period amounts expended for replacements and alterations to the Property and required to be capitalized according to GAAP. "Casualty" shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof."Claims" shall have the meaning set forth in Section 5.2.2."Closing Date" shall mean the date of funding the Loan."CLT" shall have the meaning set forth in Section 8.1(b)(i)."Code" shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form."Condemnation" shall mean 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 the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof. Condemnation shall include any grant or conveyance in lieu of condemnation or eminent domain."Contractor" shall have the meaning set forth in Section 6.2.3(a)."Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. The de