SENTIO HEALTHCARE PROPERTIES, INC.


SCHEDULE OF LOAN AND SECURITY AGREEMENTS


 


Multifamily Loan and Security Agreement By and Between Floral
Vale, LLC and KeyCorp Real Estate Capital Markets, Inc., Dated June 11, 2012


 


Multifamily Loan and Security Agreement By and Between Chattanooga
ALF, LLC and KeyCorp Real Estate Capital Markets, Inc., Dated June 11, 2012


 





Multifamily Loan and Security Agreement By and Between GreenTree
Acquisition, LLC and KeyCorp Real Estate Capital Markets, Inc., Dated June 11, 2012


 





Multifamily Loan and Security Agreement By and Between The
Oaks Bradeton, LLC and KeyCorp Real Estate Capital Markets, Inc., Dated June 11, 2012


  






    	 



    	 



    





 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


 


(NON-RECOURSE)
(SENIORS HOUSING)


 


BY AND
BETWEEN


 


FORESTVIEW
MANOR, LLC, a Delaware limited liability company


 


AND


 


KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation


 


DATED
AS OF


 


June 11,
2012


 





 






    	 



    	 



    



 


TABLE OF CONTENTS


 


	Article 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS	 	1
	 	 	 
	Section 1.01	 	Defined Terms.	 	1
	Section 1.02	 	Schedules, Exhibits and Attachments Incorporated.	 	1
	 	 	 	 	 
	Article 2 - GENERAL MORTGAGE LOAN TERMS	 	1
	 	 	 
	Section 2.01	 	Mortgage Loan Origination and Security.	 	1
	(a)	 	Making of Mortgage Loan.	 	1
	(b)	 	Security for Mortgage Loan.	 	2
	(c)	 	Protective Advances.	 	2
	Section 2.02	 	Payments on Mortgage Loan.	 	2
	(a)	 	Debt Service Payments.	 	2
	(b)	 	Capitalization of Accrued But Unpaid Interest.	 	3
	(c)	 	Late Charges.	 	3
	(d)	 	Default Rate.	 	4
	(e)	 	Address for Payments.	 	5
	(f)	 	Application of Payments.	 	5
	Section 2.03	 	Lockout/Prepayment.	 	5
	(a)	 	Prepayment; Prepayment Lockout; Prepayment Premium.	 	5
	(b)	 	Voluntary Prepayment in Full.	 	5
	(c)	 	Acceleration of Mortgage Loan.	 	6
	(d)	 	Application of Collateral.	 	6
	(e)	 	Casualty and Condemnation.	 	6
	(f)	 	No Effect on Payment Obligations.	 	7
	(g)	 	Loss Resulting from Prepayment.	 	7
	 	 	 	 	 
	Article 3 - PERSONAL LIABILITY	 	7
	 	 	 
	Section 3.01	 	Non-Recourse Mortgage Loan; Exceptions.	 	7
	Section 3.02	 	Personal Liability of Borrower (Exceptions to Non-Recourse Provision).	 	7
	(a)	 	Personal Liability Based on Lender’s Loss.	 	7
	(b)	 	Full Personal Liability for Mortgage Loan.	 	8
	Section 3.03	 	Personal Liability for Indemnity Obligations.	 	9
	Section 3.04	 	Lender’s Right to Forego Rights Against Mortgaged Property.	 	9
	 	 	 	 	 
	Article 4 - BORROWER STATUS	 	9
	 	 	 
	Section 4.01	 	Representations and Warranties.	 	9
	(a)	 	Due Organization and Qualification.	 	10
	(b)	 	Location.	 	10
	(c)	 	Power and Authority.	 	10
	(d)	 	Due Authorization.	 	10
	(e)	 	Valid and Binding Obligations.	 	10
	(f)	 	Effect of Mortgage Loan on Borrower’s Financial Condition.	 	10
	(g)	 	Economic Sanctions, Anti-Money Laundering and Anti-Corruption.	 	11
	(h)	 	Borrower Single Asset Status.	 	11
	(i)	 	No Bankruptcies or Judgments.	 	12
	(j)	 	No Litigation.	 	13
	(k)	 	Payment of Taxes, Assessments and Other Charges.	 	13
	(l)	 	Not a Foreign Person.	 	13
	(m)	 	ERISA.	 	13
	(n)	 	Default Under Other Obligations.	 	14
	(o)	 	Prohibited Person.	 	14
	(p)	 	Licensing; Compliance with Law.	 	14
	Section 4.02	 	Covenants.	 	15
	(a)	 	Maintenance of Existence; Organizational Documents.	 	15
	(b)	 	Economic Sanctions and Anti-Money Laundering.	 	15


 


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	(c)	 	Payment of Taxes, Assessments and Other Charges.	 	16
	(d)	 	Borrower Single Asset Status.	 	17
	(e)	 	ERISA.	 	17
	(f)	 	Notice of Litigation or Insolvency.	 	18
	(g)	 	Payment of Costs, Fees, and Expenses.	 	18
	(h)	 	Compliance with Laws Applicable to Seniors Housing Facility.	 	19
	 	 	 	 	 
	Article 5 - THE MORTGAGE LOAN	 	19
	 	 	 
	Section 5.01	 	Representations and Warranties.	 	19
	(a)	 	Receipt and Review of Loan Documents.	 	19
	(b)	 	No Default.	 	19
	Section 5.02	 	Covenants.	 	19
	(a)	 	Ratification of Covenants; Estoppels; Certifications.	 	19
	(b)	 	Further Assurances.	 	20
	(c)	 	Sale of Mortgage Loan.	 	20
	(d)	 	Limitations on Further Acts of Borrower.	 	21
	(e)	 	Financing Statements; Record Searches.	 	21
	 	 	 	 	 
	Article 6 - PROPERTY USE, PRESERVATION AND MAINTENANCE	 	21
	 	 	 
	Section 6.01	 	Representations and Warranties.	 	21
	(a)	 	Compliance with Law; Permits and Licenses.	 	21
	(b)	 	Operating Documents; Contracts; Resident Records.	 	23
	(c)	 	Property Characteristics.	 	23
	(d)	 	Property Ownership.	 	23
	Section 6.02	 	Covenants	 	23
	(a)	 	Use of Property.	 	23
	(b)	 	Property Maintenance.	 	24
	(c)	 	Property Preservation.	 	25
	(d)	 	Property Inspections.	 	25
	(e)	 	Compliance with Laws.	 	26
	(f)	 	Licensing.	 	26
	(g)	 	Medicaid.	 	27
	(h)	 	Facility Operating Agreement.	 	28
	(i)	 	Change in Property Operator.	 	29
	(j)	 	Contracts.	 	29
	Section 6.03	 	Mortgage Loan Administration Matters Regarding the Property.	 	29
	(a)	 	Property Management.	 	29
	(b)	 	Subordination of Fees by Property Operator.	 	29
	(c)	 	Physical Needs Assessment.	 	30
	 	 	 	 	 
	Article 7 - LEASES AND RENTS	 	30
	 	 	 
	Section 7.01	 	Representations and Warranties.	 	30
	(a)	 	Prior Assignment of Rents.	 	30
	(b)	 	Prepaid Rents.	 	30
	Section 7.02	 	Covenants.	 	30
	(a)	 	Leases.	 	30
	(b)	 	Commercial Leases.	 	31
	(c)	 	Payment of Rents.	 	32
	(d)	 	Assignment of Rents.	 	32
	(e)	 	Further Assignments of Leases and Rents.	 	32
	(f)	 	Options to Purchase by Tenants.	 	32
	Section 7.03	 	Mortgage Loan Administration Regarding Leases and Rents.	 	33
	(a)	 	Material Commercial Lease Requirements.	 	33
	(b)	 	Residential Lease Requirements.	 	33


 





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	Article 8 - BOOKS AND RECORDS; FINANCIAL REPORTING	 	33
	 	 	 
	Section 8.01	 	Representations and Warranties.	 	33
	(a)	 	Financial Information.	 	33
	(b)	 	No Change in Facts or Circumstances.	 	34
	Section 8.02	 	Covenants.	 	34
	(a)	 	Obligation to Maintain Accurate Books and Records.	 	34
	(b)	 	Items to Furnish to Lender.	 	34
	(c)	 	Delivery of Books and Records.	 	36
	Section 8.03	 	Mortgage Loan Administration Matters Regarding Books and Records and Financial Reporting.	 	36
	(a)	 	Right to Audit Books and Records.	 	36
	(b)	 	Credit Reports; Credit Score.	 	36
	 	 	 	 	 
	Article 9 - INSURANCE	 	37
	 	 	 
	Section 9.01	 	Representations and Warranties.	 	37
	(a)	 	Compliance with Insurance Requirements.	 	37
	(b)	 	Property Condition.	 	37
	Section 9.02	 	Covenants.	 	37
	(a)	 	Insurance Requirements.	 	37
	(b)	 	Delivery of Policies, Renewals, Notices and Proceeds.	 	37
	Section 9.03	 	Mortgage Loan Administration Matters Regarding Insurance	 	38
	(a)	 	Lender’s Ongoing Insurance Requirements.	 	38
	(b)	 	Application of Proceeds on Event of Loss.	 	39
	(c)	 	Payment Obligations Unaffected.	 	41
	(d)	 	Foreclosure Sale.	 	41
	(e)	 	Appointment of Lender as Attorney-In-Fact.	 	41
	 	 	 	 	 
	Article 10 - CONDEMNATION	 	41
	 	 	 
	Section 10.01	 	Representations and Warranties.	 	41
	(a)	 	Prior Condemnation Action.	 	41
	(b)	 	Pending Condemnation Actions.	 	41
	Section 10.02	 	Covenants.	 	41
	(a)	 	Notice of Condemnation.	 	41
	(b)	 	Condemnation Proceeds.	 	42
	Section 10.03	 	Mortgage Loan Administration Matters Regarding Condemnation.	 	42
	(a)	 	Application of Condemnation Awards.	 	42
	(b)	 	Payment Obligations Unaffected.	 	42
	(c)	 	Appointment of Lender as Attorney-In-Fact.	 	42
	(d)	 	Application of Proceeds.	 	42
	 	 	 	 	 
	Article 11 - LIENS, TRANSFERS AND ASSUMPTIONS	 	43
	 	 	 
	Section 11.01	 	Representations and Warranties.	 	43
	(a)	 	No Labor or Materialmen’s Claims.	 	43
	(b)	 	No Other Interests.	 	43
	Section 11.02	 	Covenants.	 	43
	(a)	 	Liens; Encumbrances.	 	43
	(b)	 	Transfers.	 	43
	Section 11.03	 	Mortgage Loan Administration Matters Regarding Liens, Transfers and Assumptions	 	45
	(a)	 	Assumption of Mortgage Loan.	 	45
	(b)	 	Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.	 	47
	(c)	 	Estate Planning.	 	47
	(d)	 	Termination or Revocation of Trust.	 	47
	(e)	 	Death of Key Principal or Guarantor.	 	48
	(f)	 	Bankruptcy of Guarantor.	 	49
	(g)	 	Further Conditions to Transfers and Assumption.	 	50


 





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	Article 12 - IMPOSITIONS	 	51
	 	 	
	Section 12.01	 	Representations and Warranties.	 	51
	(a)	 	Payment of Taxes, Assessments and Other Charges.	 	51
	Section 12.02	 	Covenants.	 	51
	(a)	 	Imposition Deposits, Taxes, and Other Charges.	 	51
	Section 12.03	 	Mortgage Loan Administration Matters Regarding Impositions.	 	52
	(a)	 	Maintenance of Records by Lender.	 	52
	(b)	 	Imposition Accounts.	 	52
	(c)	 	Payment of Impositions; Sufficiency of Imposition Deposits.	 	52
	(d)	 	Imposition Deposits Upon Event of Default.	 	53
	(e)	 	Contesting Impositions.	 	53
	(f)	 	Release to Borrower.	 	53
	 	 	 	 	 
	Article 13 - REPLACEMENT RESERVE AND REPAIRS	 	54
	 	 	 
	Section 13.01	 	Covenants.	 	54
	(a)	 	Initial Deposits to Replacement Reserve Account and Repairs Escrow Account.	 	54
	(b)	 	Monthly Replacement Reserve Deposits.	 	54
	(c)	 	Payment for Replacements and Repairs.	 	54
	(d)	 	Assignment of Contracts for Replacements and Repairs.	 	54
	(e)	 	Indemnification.	 	54
	(f)	 	Amendments to Loan Documents.	 	55
	(g)	 	Administrative Fees and Expenses.	 	55
	Section 13.02	 	Mortgage Loan Administration Matters Regarding Reserves.	 	55
	(a)	 	Accounts, Deposits, and Disbursements.	 	55
	(b)	 	Approvals of Contracts; Assignment of Claims.	 	61
	(c)	 	Delays and Workmanship.	 	61
	(d)	 	Appointment of Lender as Attorney-In-Fact.	 	62
	(e)	 	No Lender Obligation.	 	62
	(f)	 	No Lender Warranty.	 	62
	 	 	 	 	 
	Article 14 - DEFAULTS/REMEDIES	 	62
	 	 	 
	Section 14.01	 	Events of Default.	 	62
	(a)	 	Automatic Events of Default.	 	62
	(b)	 	Events of Default Subject to a Specified Cure Period.	 	65
	(c)	 	Events of Default Subject to Extended Cure Period.	 	65
	Section 14.02	 	Remedies.	 	65
	(a)	 	Acceleration; Foreclosure.	 	65
	(b)	 	Loss of Right to Receive Replacement Reserve Disbursements and Repairs Disbursements.	 	66
	(c)	 	Remedies Cumulative.	 	66
	(d)	 	Operations upon Event of Default; Lockbox Account.	 	66
	Section 14.03	 	Additional Lender Rights; Forbearance.	 	67
	(a)	 	No Effect Upon Obligations.	 	67
	(b)	 	No Waiver of Rights or Remedies.	 	68
	(c)	 	Appointment of Lender as Attorney-in-Fact.	 	68
	Section 14.04	 	Waiver of Marshaling.	 	69
	 	 	 	 	 
	Article 15 - MISCELLANEOUS	 	70
	 	 	 
	Section 15.01	 	Governing Law; Consent to Jurisdiction and Venue.	 	70
	(a)	 	Governing Law.	 	70
	(b)	 	Venue.	 	70
	Section 15.02	 	Notice.	 	70
	(a)	 	Process of Serving Notice.	 	70
	(b)	 	Change of Address.	 	71
	(c)	 	Default Method of Notice.	 	71
	(d)	 	Receipt of Notices.	 	71


 





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	Section 15.03	 	Successors and Assigns Bound; Sale of Mortgage Loan.	 	71
	(a)	 	Binding Agreement.	 	71
	(b)	 	Sale of Mortgage Loan; Change of Servicer.	 	71
	Section 15.04	 	Counterparts.	 	71
	Section 15.05	 	Joint and Several (or Solidary) Liability.	 	71
	Section 15.06	 	Relationship of Parties; No Third Party Beneficiary.	 	72
	(a)	 	Solely Creditor and Debtor.	 	72
	(b)	 	No Third Party Beneficiaries.	 	72
	Section 15.07	 	Severability; Entire Agreement; Amendments.	 	72
	Section 15.08	 	Construction.	 	72
	Section 15.09	 	Mortgage Loan Servicing.	 	73
	Section 15.10	 	Disclosure of Information.	 	73
	Section 15.11	 	Waiver; Conflict.	 	74
	Section 15.12	 	Determinations by Lender.	 	74
	Section 15.13	 	Subrogation.	 	74
	Section 15.14	 	Counting of Days.	 	74
	Section 15.15	 	Revival and Reinstatement of Indebtedness.	 	74
	Section 15.16	 	Time is of the Essence.	 	75
	Section 15.17	 	Final Agreement.	 	75
	Section 15.18	  	WAIVER OF TRIAL BY JURY.	 	75


 





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SCHEDULES & EXHIBITS 


Schedules


	Schedule 1	Definitions Schedule (required)	Form 6101.FR.SRS
	Schedule 2	Summary of Loan Terms (required)	Form 6102.FR.SRS
	Schedule 3	Interest Rate Type Provisions (required)	Form 6001.NR.SRS
	Schedule 4	Prepayment Premium Schedule (required)	Form 6001.NR.SRS
	Schedule 5	Required Replacement Schedule (required)	Form 6001.NR.SRS
	Schedule 6	Required Repair Schedule (required)	Form 6001.NR.SRS
	Schedule 7	Exceptions to Representations and Warranties Schedule (required)	Form 6001.NR.SRS


 


Exhibits


	Exhibit 1	Modifications to Loan Agreement (Cross-Default and Cross-Collateralization: Multi-Note)	Form 6203


 





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Forestview Manor


 


MULTIFAMILY
LOAN AND SECURITY AGREEMENT


(Non-Recourse)
(Seniors Housing)


 


This MULTIFAMILY LOAN
AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan
Agreement”) is made as of the Effective Date (as hereinafter defined) by and between FORESTVIEW MANOR, LLC, a
Delaware limited liability company (“Borrower”), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio
corporation (“Lender”).


 


RECITALS:


 


WHEREAS, Borrower desires
to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined);
and


 


WHEREAS, Lender is
willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in the other Loan Documents
(as hereinafter defined);


 


NOW, THEREFORE, in
consideration of the making of the Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy
of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent and warrant as follows:


 


AGREEMENTS:


 


Article
1 - DEFINITIONS; SUMMARY OF MORTGAGE

LOAN TERMS




 


Section
1.01         Defined Terms.


 


Capitalized terms not
otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the Definitions Schedule attached as
Schedule 1 to this Loan Agreement.


 


Section
1.02         Schedules, Exhibits and Attachments Incorporated.


 


The schedules, exhibits
and any other addenda or attachments are incorporated fully into this Loan Agreement by this reference and each constitutes a substantive
part of this Loan Agreement.


 


Article
2  - GENERAL MORTGAGE LOAN TERMS


 


Section
2.01         Mortgage Loan Origination and Security.


 


(a)          Making
of Mortgage Loan.


 


On the Effective Date
and subject to the terms and conditions of this Loan Agreement and the other Loan Documents, Lender hereby makes the Mortgage Loan
to Borrower and Borrower hereby accepts the Mortgage Loan from Lender. Borrower covenants and agrees that it shall:





 





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(1)         pay
the Indebtedness, including the Prepayment Premium, if any (whether in connection with any voluntary prepayment or in connection
with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents;
and


 


(2)         perform,
observe and comply with this Loan Agreement and all other provisions of the other Loan Documents.


 


(b)          Security
for Mortgage Loan.


 


The Mortgage Loan is
made pursuant to this Loan Agreement, is evidenced by the Note and is secured by the Security Instrument, this Loan Agreement and
the other Loan Documents that are expressly stated to be security for the Mortgage Loan.


 


(c)          Protective
Advances.


 


As provided in the
Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform the obligations
of Borrower under this Loan Agreement and the other Loan Documents and to protect Lender’s interest in the Mortgaged Property.


 


Section
2.02         Payments on Mortgage Loan.


 


(a)          Debt
Service Payments.


 


(1)         Short
Month Interest.


 


If the Effective
Date is any day other than the first day of the month, interest for the period beginning on the Effective Date and ending on and
including the last day of the month in which the Effective Date occurs shall be payable by Borrower on the Effective Date.


 


(2)         Interest
Accrual and Computation.


 


Except as
provided in Section 2.02(a)(1), interest shall be paid in arrears. Interest shall accrue as provided in the Schedule of Interest
Rate Type Provisions and shall be computed in accordance with the Interest Accrual Method. If the Interest Accrual Method is “Actual/360,”
Borrower acknowledges and agrees that the amount allocated to interest for each month will vary depending on the actual number
of calendar days during such month.


 


(3)         Monthly
Debt Service Payments.


 


Consecutive
monthly debt service installments (comprised of either interest only or principal and interest, depending on the Amortization Type),
each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each
Payment Date thereafter until the Maturity Date at which time all Indebtedness shall be due. Any regularly scheduled Monthly Debt
Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment
Date solely for the purpose of calculating interest due.


 





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(4)         Payment
at Maturity.


 


The unpaid
principal balance of the Mortgage Loan, any Accrued Interest thereon and all other Indebtedness shall be due and payable on the
Maturity Date.


 


(5)         Interest
Rate Type.


 


See the Schedule
of Interest Rate Type Provisions for additional provisions, if any, specific to the Interest Rate Type.


 


(b)          Capitalization
of Accrued But Unpaid Interest.


 


Any accrued and unpaid
interest on the Mortgage Loan remaining past due for thirty (30) days or more may, at Lender’s election, be added to
and become part of the unpaid principal balance of the Mortgage Loan.


 


(c)          Late
Charges.


 


(1)         If
any Monthly Debt Service Payment (other than the payment due on the Maturity Date for repayment of the Mortgage Loan in full) due
hereunder is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged Property located in
Mississippi or North Carolina to comply with applicable law) after the applicable Payment Date, or if any other amount payable
under this Loan Agreement or any other Loan Document is not received by Lender within ten (10) days (or fifteen (15)
days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the date such amount
is due, inclusive of the date on which such amount is due, Borrower shall pay to Lender, immediately and without demand by Lender,
the Late Charge.


 


The Late Charge
is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d).


 


(2)         Borrower
acknowledges and agrees that:


 


(A)         its
failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan;


 


(B)         it
is extremely difficult and impractical to determine those additional expenses;


 


(C)         Lender
is entitled to be compensated for such additional expenses; and


 


(D)         the
Late Charge represents a fair and reasonable estimate, taking into account all circumstances existing on the date hereof, of the
additional expenses Lender will incur by reason of any such late payment.


 





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(d)          Default
Rate.


 


(1)         Default
interest shall be paid as follows:


 


(A)         If
any amount due on the Mortgage Loan (other than amounts due on the Maturity Date) remains past due for thirty (30) days or
more, interest on such unpaid amount(s) shall accrue from the date payment is due at the Default Rate and shall be payable upon
demand by Lender.


 


(B)         If
any principal, Accrued Interest or other Indebtedness due on the Mortgage Loan is not paid in full on the Maturity Date, then interest
shall accrue at the Default Rate on all such unpaid amounts from the Maturity Date until fully paid and shall be payable upon demand
by Lender.


 


Absent a demand
by Lender, any such amounts shall be payable by Borrower in the same manner as provided for the payment of Monthly Debt Service
Payments. To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any judgment obtained by
Lender against Borrower in connection with the Mortgage Loan.


 


(2)         Borrower
acknowledges and agrees that:


 


(A)         its
failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; and


 


(B)         in
connection with any failure to timely pay all amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time
that any Monthly Debt Service Payment or other payment due on the Mortgage Loan is delinquent for more than thirty (30) days:


 


(i)          Lender’s
risk of nonpayment of the Mortgage Loan will be materially increased;


 


(ii)         Lender’s
ability to meet its other obligations and to take advantage of other investment opportunities will be adversely impacted;


 


(iii)        Lender
will incur additional costs and expenses arising from its loss of the use of the amounts due;


 


(iv)        it
is extremely difficult and impractical to determine such additional costs and expenses;


 


(v)         Lender
is entitled to be compensated for such additional risks, costs and expenses; and


 


(vi)        the
increase from the Interest Rate to the Default Rate represents a fair and reasonable estimate of the additional risks, costs and
expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled
to receive for the increased risks of nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances
existing on the Effective Date).


 





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(e)          Address
for Payments.


 


All payments due pursuant
to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may be designated
from time to time by written notice to Borrower by Lender.


 


(f)          Application
of Payments.


 


If at any time Lender
receives, from Borrower or otherwise, any amount in respect of the Indebtedness that is less than all amounts due and payable at
such time, then Lender may apply such payment to amounts then due and payable in any manner and in any order determined by Lender
or hold in suspense and not apply such amount at Lender’s election. Neither Lender’s acceptance of an amount that is
less than all amounts then due and payable, nor Lender’s application of, or suspension of the application of, such payment,
shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding
the application of any such amount to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan
Documents shall remain unchanged.


 


Section
2.03         Lockout/Prepayment.


 


(a)          Prepayment;
Prepayment Lockout; Prepayment Premium.


 


(1)         Borrower
shall not make a voluntary full or partial prepayment on the Mortgage Loan during any Prepayment Lockout Period nor shall Borrower
make a voluntary partial prepayment at any time. Except as expressly provided in this Loan Agreement (including as provided in
the Prepayment Premium Schedule), a Prepayment Premium calculated in accordance with the Prepayment Premium Schedule shall be payable
in connection with any prepayment of the Mortgage Loan.


 


(2)         If
a Prepayment Lockout Period applies to the Mortgage Loan, and during such Prepayment Lockout Period Lender accelerates the unpaid
principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of the unpaid
principal balance of the Mortgage Loan, the Prepayment Premium shall be due and payable and equal to the amount obtained by multiplying
the percentage indicated (if at all) in the Prepayment Premium Schedule by the amount of principal being prepaid at the time of
such acceleration or application.


 


(b)          Voluntary
Prepayment in Full.


 


At any time after the
expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in full on a Permitted Prepayment
Date so long as:


 


(1)         Borrower
delivers to Lender a Prepayment Notice specifying the Intended Prepayment Date not more than sixty (60) days, but not less
than thirty (30) days (if given via U.S. Postal Service) or twenty (20) days (if given via facsimile, e-mail or overnight
courier) prior to such Intended Prepayment Date; and


 


(2)         Borrower
pays to Lender an amount equal to the sum of:


 


(A)         the
entire unpaid principal balance of the Mortgage Loan; plus


 





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(B)         all
Accrued Interest (calculated through the last day of the month in which the prepayment occurs); plus


 


(C)         the
Prepayment Premium; plus


 


(D)         all
other Indebtedness.


 


In connection with any such voluntary prepayment,
Borrower acknowledges and agrees that interest shall always be calculated and paid through the last day of the month in which the
prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves
prepayment on an Intended Prepayment Date that is not a Permitted Prepayment Date). Borrower further acknowledges that Lender is
not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date. However,
if Lender does approve an Intended Prepayment Date that is not a Permitted Prepayment Date and accepts a prepayment on such Intended
Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date. If Borrower
fails to prepay the Mortgage Loan on the Intended Prepayment Date for any reason (including on any Intended Prepayment Date that
is not a Permitted Prepayment Date but is approved by Lender) and such failure continues for five (5) Business Days or longer,
or into the following month (if sooner), Lender may recalculate the payoff amount. Borrower shall immediately pay to Lender any
additional amounts required by any such recalculation.


 


(c)          Acceleration
of Mortgage Loan.


 


Upon acceleration of
the Mortgage Loan, Borrower shall pay to Lender:


 


(1)         the
entire unpaid principal balance of the Mortgage Loan;


 


(2)         all
Accrued Interest (calculated through the last day of the month in which the acceleration occurs);


 


(3)         the
Prepayment Premium; and


 


(4)         all
other Indebtedness.


 


(d)          Application
of Collateral.


 


Any application by
Lender of any collateral or other security to the repayment of all or any portion of the unpaid principal balance of the Mortgage
Loan prior to the Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower. Any such
prepayment shall require the payment to Lender by Borrower of the Prepayment Premium calculated on the amount being prepaid in
accordance with this Loan Agreement.


 


(e)          Casualty
and Condemnation.


 


Notwithstanding any
provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect to any prepayment occurring
as a result of the application of any insurance proceeds or condemnation award in accordance with this Loan Agreement.


 





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(f)          No
Effect on Payment Obligations.


 


Unless otherwise expressly
provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal balance
of the Mortgage Loan shall not extend or postpone the due date of any subsequent Monthly Debt Service Payments, Monthly Replacement
Reserve Deposit, or other payment, or change the amount of any such payments or deposits.


 


(g)          Loss
Resulting from Prepayment.


 


Borrower acknowledges
and agrees that:


 


(1)         any
prepayment of the unpaid principal balance of the Mortgage Loan, whether voluntary or involuntary, or resulting from a default
by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk, expense and frustration
or impairment of Lender’s ability to meet its commitments to third parties;


 


(2)         it
is extremely difficult and impractical to ascertain the extent of such losses, risks and damages;


 


(3)         the
formula for calculating the Prepayment Premium represents a reasonable estimate of the losses, risks and damages Lender will incur
as a result of a prepayment; and


 


(4)         the
provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage
Loan, and that the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of Borrower’s
voluntary agreement to such prepayment provisions.


 


Article
3  - PERSONAL LIABILITY


 


Section
3.01         Non-Recourse Mortgage Loan; Exceptions.


 


Except as otherwise
provided in this Article 3 or in any other Loan Document, none of Borrower, or any director, officer or employee of Borrower, shall
have personal liability under this Loan Agreement or any other Loan Document for the repayment of the Indebtedness or for the performance
of any other obligations of Borrower under the Loan Documents, and Lender’s only recourse for the satisfaction of such Indebtedness
and the performance of such obligations shall be Lender’s exercise of its rights and remedies with respect to the Mortgaged
Property and any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower’s liability
shall not limit or impair Lender’s enforcement of its rights against any Guarantor under any Loan Document.


 


Section
3.02         Personal Liability of Borrower (Exceptions to Non-Recourse Provision).


 


(a)          Personal
Liability Based on Lender’s Loss.


 


Borrower shall be personally
liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or damage suffered by Lender as a result
of:


 





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(1)         failure
to pay to Lender upon demand after an Event of Default, all Rents to which Lender is entitled under the Loan Documents and the
amount of all security deposits collected by Borrower from tenants;


 


(2)         failure
to maintain all insurance policies required by the Loan Documents;


 


(3)         failure
to apply all insurance proceeds and any condemnation award as required by the Loan Documents;


 


(4)         failure
to comply with any provision of this Loan Agreement or any other Loan Document relating to the delivery of books and records, statements,
schedules and reports;


 


(5)         failure
to apply Rents to the ordinary and necessary expenses of owning and operating the Mortgaged Property (other than property management
fees that are not currently payable pursuant to the terms of any collateral assignment of property management agreement required
by Lender), and to Debt Service Amounts, except that Borrower will not be personally liable with respect to Rents that are distributed
in any calendar year if Borrower has paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and
Debt Service for the calendar year that such Rents are attributable;


 


(6)         waste
or abandonment of the Mortgaged Property;


 


(7)         failure
to cause the renewal, continuation, extension or maintenance of all Licenses required to legally operate the Mortgaged Property
as a Seniors Housing Facility or, if any Licenses are transferred to a transferee approved by Lender, failure to cause such Licenses
to be transferred or reissued within the period of time required under applicable law and to provide
to Lender written notice of such transfer including copies of the newly issued Licenses; or


 


(8)         in
the event Borrower or any Property Operator is a Medicaid Participant with respect to the Mortgaged Property and has executed a
depositary agreement required by Lender, revocation or termination of the standing instructions from Borrower or Property Operator
to the depositary bank pursuant to such depositary agreement without Lender’s consent;


 


provided, however, Borrower
shall not have personal liability under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to
direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement
or active participation of Guarantor, Key Principal or Borrower Affiliate.


 


(b)          Full
Personal Liability for Mortgage Loan.


 


Borrower shall be personally
liable to Lender for the repayment of all of the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon
the occurrence of any of the following:


 


(1)         failure
by Borrower to comply with the single-asset entity requirements of this Loan Agreement or any other Loan Document;


 





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(2)         a
Transfer (other than a conveyance of the Mortgaged Property at a Foreclosure Event pursuant to the Security Instrument and this
Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document;


 


(3)         the
occurrence of any Bankruptcy Event (other than an acknowledgement in writing as described in (b) of the definition of “Bankruptcy
Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally
liable if such involuntary Bankruptcy Event occurs with the consent, encouragement or active participation of Borrower, Guarantor,
Key Principal or any Borrower Affiliate; or


 


(4)         fraud
or written material misrepresentation by Borrower, Guarantor, Key Principal, or any officer, director, partner, member, or shareholder
of Borrower, Guarantor, or Key Principal or material omission in connection with: any application for or creation of the
Indebtedness, on-going financial or other reporting, or any request for action or consent by Lender.


 


Section
3.03         Personal Liability for Indemnity Obligations.


 


Borrower shall be personally
and fully liable to Lender for Borrower’s indemnity obligations under Section 13.01(e), the Environmental Indemnity Agreement
and any other indemnity provided by Borrower under any other Loan Document. Borrower’s liability for such indemnity
obligations shall not be limited by the amount of the Indebtedness, the repayment of the Indebtedness, or otherwise.


 


Section
3.04         Lender’s Right to Forego Rights Against Mortgaged Property.


 


To the extent that
Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may exercise its rights against Borrower
personally to the fullest extent permitted by applicable law without regard to whether Lender has exercised any rights against
the Mortgaged Property, the UCC Collateral or any other security, or pursued any rights against any Guarantor or Key Principal,
or pursued any other rights available to Lender under this Loan Agreement, any other Loan Document or applicable law. For purposes
of this Section 3.04 only, the term “Mortgaged Property” shall not include any funds that have been applied by Borrower
as required or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to
apply as required or permitted by this Loan Agreement because of a Bankruptcy Event. To the fullest extent permitted by applicable
law, in any action to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the
value of the Mortgaged Property against such personal liability.


  


Article
4  - BORROWER STATUS


 


Section
4.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 





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(a)          Due
Organization and Qualification.


 


Borrower is validly
existing and qualified to transact business and is in good standing in the state in which it is formed or organized, the Property
Jurisdiction and in each other jurisdiction that qualification or good standing is required according to applicable law to conduct
its business with respect to the Mortgaged Property and where the failure to be so qualified or in good standing would adversely
affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform
its obligations under this Loan Agreement or any other Loan Document.


 


(b)          Location.


 


Borrower’s General
Business Address is Borrower’s principal place of business and principal office.


 


(c)          Power
and Authority.


 


Borrower has the requisite
power and authority:


 


(1)         to
own the Mortgaged Property and to carry on its business as now conducted and as contemplated to be conducted in connection with
the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and


 


(2)         to
execute and deliver this Loan Agreement and the other Loan Documents to which it is a party, and to carry out the transactions
contemplated by this Loan Agreement and the other Loan Documents to which it is a party.


 


(d)          Due
Authorization.


 


The execution, delivery
and performance of this Loan Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary
action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including any approval of
or filing with any Governmental Authority, are required by or on behalf of Borrower as a condition to the valid execution, delivery
and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party, except filings required
to perfect and maintain the liens to be granted under the Loan Documents and routine filings to maintain good standing and its
existence.


 


(e)          Valid
and Binding Obligations.


 


This Loan Agreement
and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower and constitute the legal,
valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such
enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion by any court.


 


(f)          Effect
of Mortgage Loan on Borrower’s Financial Condition.


 


Borrower is not presently
Insolvent and the Mortgage Loan will not render Borrower Insolvent. Borrower has sufficient working capital, including proceeds
from the Mortgage Loan, cash flow from the Mortgaged Property, or other sources, not only to adequately maintain the Mortgaged
Property, but also to pay all of Borrower’s outstanding debts as they come due, including all Debt Service Amounts.


 





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(g)          Economic
Sanctions, Anti-Money Laundering and Anti-Corruption.


 


None of Borrower, any
Affiliated Property Operator, any Guarantor, any Key Principal, or any Principal, nor to Borrower’s knowledge, its general
partners, managing members, managers (if non-member managed), or any Person owning or controlling any of them:


 


(1)         is
in violation of:


 


(A)         any
applicable anti-money laundering laws, including those contained in the Bank Secrecy Act;


 


(B)         any
applicable economic sanction laws administered by OFAC or by the United States Department of State; or


 


(C)         any
applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal; or


 


(2)         is
a Person:


 


(A)         that
is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any such laws;


 


(B)         that
has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited
under any such laws;


 


(C)         named
on the list of “Specially Designated Nationals or Blocked Persons” maintained by OFAC (or any successor United States
government office or list), or any similar list maintained by the United States Department of State (or any successor United States
government office or list);


 


(D)         with
whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories,
is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any
other applicable law; or


 


(E)         that
is owned, controlled by, or affiliated with any Person identified in clause (A), (B), (C), and/or (D) of this Section 4.01(g)(2);
or


 


(3)         is
in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction
of such Person as are necessary to ensure compliance with the economic sanctions, anti-money laundering and anti-corruption laws
of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business.


 


(h)          Borrower
Single Asset Status.


 


Borrower:


 





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(1)         does
not own any real property, personal property or assets other than the Mortgaged Property;


 


(2)         does
not own, operate or participate in any business other than the management and operation of the Mortgaged Property;


 


(3)         has
no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement or other agreement
or instrument to which Borrower is a party or by which Borrower or the Mortgaged Property is otherwise bound, other than unsecured
obligations incurred in the ordinary course of the operation of the Mortgaged Property and obligations under the Loan Documents
and obligations secured by the Mortgaged Property to the extent permitted by the Loan Documents;


 


(4)         has
accurately maintained its financial statements, accounting records and other partnership, real estate investment trust, limited
liability company or corporate documents, as the case may be, separate from those of any other Person;


 


(5)         has
not commingled its assets or funds with those of any other Person;


 


(6)         has,
as of the date hereof only, been adequately capitalized in light of its contemplated business operations;


 


(7)         has
not assumed, guaranteed or become obligated for the liabilities of any other Person (except in connection with the Mortgage Loan
or the endorsement of negotiable instruments in the ordinary course of business) or held out its credit as being available to satisfy
the obligations of any other Person; and


 


(8)         has
not entered into, and was not a party to, any transaction with any affiliate of any Person, except in the ordinary course of business
and on terms which are no less favorable to any such Person than would be obtained in a comparable arm’s length transaction
with an unrelated third party.


 


(i)          No
Bankruptcies or Judgments.


 


None of Borrower, any
Guarantor, any Key Principal, or any Principal, nor to Borrower’s knowledge, its general partners, managing members, managers
(if non-member managed), or any Person owning a Controlling Interest in any of them is currently:


 


(1)         the
subject of or a party to any completed or pending bankruptcy, reorganization, including any receivership or other insolvency proceeding;


 


(2)         preparing
or intending to be the subject of a Bankruptcy Event; or


 


(3)         the
subject of any judgment unsatisfied of record or docketed in any court; or


 


(4)         Insolvent.


  


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(j)          No
Litigation.


 


There are no actions,
suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to Borrower’s knowledge,
threatened against or affecting Borrower, any Guarantor, any Key Principal, any Principal or the Mortgaged Property.


 


(k)          Payment
of Taxes, Assessments and Other Charges.


 


Borrower confirms that:


 


(1)         it
has filed all federal, state, county and municipal tax returns and reports required to have been filed by Borrower;


 


(2)         it
has paid all taxes, governmental charges and assessments due and payable with respect to such returns and reports;


 


(3)         there
is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower;
and


 


(4)         it
has made adequate reserves on its books and records for all taxes that have accrued but which are not yet due and payable.


 


(l)          Not
a Foreign Person.


 


Borrower is not a “foreign
person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.


 


(m)          ERISA.


 


Borrower acknowledges
that:


 


(1)         it
has no Employee Benefit Plan and does not maintain or sponsor an Employee Benefit Plan intended to meet the requirements of a “qualified
plan” under Section 401(a) of the Internal Revenue Code;


 


(2)         it
does not maintain, sponsor or contribute to any Employee Benefit Plan that is subject to Title IV of ERISA or Section 412
of the Internal Revenue Code;


 


(3)         it
has not engaged in a non-exempt “prohibited transaction” described in Section 406 of ERISA or Section 4975
of the Internal Revenue Code that could result in an assessment of a civil penalty under Section 502(i) of ERISA or excise
tax under Section 4975 of the Internal Revenue Code and none of the assets of Borrower constitute “plan assets”
(within the meaning of Department of Labor Regulation Section 2510.3-101) of any Employee Benefit Plan subject to Title I
of ERISA;


 


(4)         it
has not incurred any “withdrawal liability” and no “reportable event” has occurred (as such terms are described
in Title IV of ERISA) with respect to any such Employee Benefit Plan, unless approved by the appropriate Governmental Authority;


 


(5)         none
of Borrower, any general partner, manager (if non-member managed), or managing member of Borrower, or any Guarantor, Principal,
or Key Principal, or any person under common control with Borrower, is or ever has been obligated to contribute to any “multiemployer
plan” (as defined in Section 3(37) of ERISA; and


 





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(6)         it
has no unpaid obligations or liabilities that have not been discharged arising under ERISA of a character which if unpaid or unperformed
might result in the imposition of a Lien against any of its properties or assets, including satisfaction of any plan funding requirements.


 


(n)          Default
Under Other Obligations.


 


(1)         The
execution, delivery and performance of the obligations imposed on Borrower under this Loan Agreement and the Loan Documents to
which it is a party will not cause Borrower to be in default under the provisions of any agreement, judgment or order to which
Borrower is a party or by which such Borrower is bound.


 


(2)         None
of Borrower, any general partner, manager (if non-member managed) or managing member of Borrower, or any Guarantor, Principal or
Key Principal is in default under any obligation to Lender.


 


(o)          Prohibited
Person.


 


None of Borrower, any
Guarantor, any Key Principal, any Principal, or any Affiliated Property Operator, nor to Borrower’s knowledge, its general
partners, managing members, managers (if non-member managed) or any Person owning a Controlling Interest in any of them is a Prohibited
Person.


 


(p)          Licensing;
Compliance with Law.


 


(1)         Borrower
(or the applicable Property Operator) is in all respects legally authorized to operate the Mortgaged Property as a Seniors Housing
Facility, under the applicable laws of the Property Jurisdiction. If required by applicable law, Borrower has, or the applicable
Property Operator has, a current provider agreement under any and all applicable federal, state and local laws for reimbursement:
(A) to a Seniors Housing Facility on the Mortgaged Property; or (B) for other type of care provided at the Mortgaged
Property. There is no decision not to renew any provider agreement related to the Mortgaged Property, nor is there any action pending
or threatened to impose alternative, interim or final sanctions with respect to the Mortgaged Property.


 


(2)         None
of Borrower, the Mortgaged Property or any Property Operator, is subject to any proceeding, suit or investigation by any federal,
state or local government or quasi-government body, agency, board authority or any other administrative or investigative body which
(A) may result in the imposition of a fine or an alternative, interim or final sanction, (B) would have a material adverse
effect on Borrower or the operation of the Mortgaged Property, (C) would result in the appointment of a receiver or manager
or (D) would result in the revocation, transfer, surrender, suspension or other impairment of the Licenses for the Mortgaged
Property to operate as a Seniors Housing Facility.


 


(3)         Borrower
is not, nor is any Property Operator, a participant in any federal program whereby any federal, state or local, government or quasi-governmental
body, agency, board or other authority may have the right to recover funds by reason of the advance of federal funds. Borrower
has not received notice, and is not aware of any violation of applicable antitrust laws of any federal, state or local, government
or quasi-government body, agency, board or other authority.


 





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(4)         Neither
the execution and delivery of the Loan Agreement, the Note, the Security Instrument, the SASA or the Loan Documents, Borrower’s
performance thereunder, nor the recordation of the Security Instrument or any other Loan Document will adversely affect the Licenses
necessary for the operation of the Mortgaged Property as a Seniors Housing Facility in the Property Jurisdiction.


 


(5)         Except
as otherwise previously specifically disclosed to Lender in writing, in the event any existing Facility Operating Agreement is
terminated or Lender acquires the Mortgaged Property through foreclosure or otherwise, none of Borrower, Lender, any Property Operator,
any subsequent Property Operator or any subsequent purchaser (through foreclosure or otherwise) must obtain a certificate of need
from any applicable state health care regulatory authority or agency (other than giving such notice required under the applicable
state law or regulation) prior to applying for any applicable License necessary for the operation of the Mortgaged Property as
a Seniors Housing Facility, provided that no service or unit complement is changed.


 


(6)         If
Borrower or any Property Operator is a HIPAA Covered Entity, Borrower hereby confirms that such entity has developed and implemented
a HIPAA compliance plan (including providing a Notice of Privacy Practices as required under HIPAA), designated a privacy officer
and otherwise achieved substantial compliance with HIPAA requirements, including those concerning privacy, breach notification,
security and billing standards.


 


Section
4.02         Covenants.


 


(a)          Maintenance
of Existence; Organizational Documents.


 


Borrower shall maintain
its existence, its entity status, franchises, rights and privileges under the laws of the state of its formation or organization
(as applicable). Borrower shall continue to be duly qualified and in good standing to transact business in each jurisdiction that
qualification or standing is required according to applicable law to conduct its business with respect to the Mortgaged Property
and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability
or the ability of Borrower to perform its obligations under this Loan Agreement or any other Loan Document. Borrower shall not
make any material change to its organizational documents, including changes relating to control of, or the ability to oversee management
and day-to-day operations of, Borrower, without Lender’s prior written consent. Borrower shall promptly inform Lender in
writing if Borrower has actual knowledge of, and shall deliver to Lender copies of, any related written communications, complaints,
orders, judgments and other documents relating to the occurrence of any material act, omission, change or event, including any
governmental approval, the result of which is to change or alter in any way the legal or regulatory status of Borrower or any Property
Operator.


 


(b)          Economic
Sanctions and Anti-Money Laundering.


 


(1)         Borrower
shall at all times remain, and shall cause its general partners, managing members and managers (if non-member managed), and any
Affiliated Property Operator, any Guarantor, Key Principal, Principal and any Person owning or controlling any of them to remain,
in compliance with:


 





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(A)         any
applicable anti-money laundering laws, including those contained in the Bank Secrecy Act;


 


(B)         any
applicable economic sanction laws administered by OFAC or by the United States Department of State; and


 


(C)         any
applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal.


 


(2)         At
no time shall Borrower, or its general partners, managing members, managers (if non-member managed), any Affiliated Property Operator,
any Guarantor, Key Principal, Principal, or any Person owning or controlling any of them, be a Person:


 


(A)         that
is charged with, or has reason to believe that he, she or it is under investigation for, any violation of any such laws;


 


(B)         that
has been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited
under, any such laws;


 


(C)         named
on the list of “Specially Designated Nationals or Blocked Persons” maintained by OFAC (or any successor United States
government office or list), or any similar list maintained by the United States Department of State (or any successor United States
government office or list);


 


(D)         with
whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories,
is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any
other applicable law; or


 


(E)         that
is owned, controlled by or affiliated with any Person identified in clause (A), (B), (C), and/or (D) of this Section 4.02(b)(2).


 


(3)         At
no time shall Borrower, its general partners, managing members, managers, non-member managers, any Affiliated Property Operator,
any Guarantor, Key Principal, Principal and any Person owning or controlling any of them, be a Person in violation of any obligation
to maintain appropriate internal controls as required by the governing laws of the jurisdiction of such Person as are necessary
to ensure compliance with the economic sanctions, anti-money laundering, and anti-corruption laws of the United States and the
jurisdiction where the Person resides, is domiciled or has its principal place of business.


 


(c)          Payment
of Taxes, Assessments and Other Charges.


 


Borrower shall file
all federal, state, county and municipal tax returns and reports required to be filed by Borrower and shall pay, before any fine,
penalty, interest or cost may be added thereto, all taxes payable with respect to such returns and reports.


 





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(d)          Borrower
Single Asset Status.


 


Until the Indebtedness
is fully paid, Borrower:


 


(1)         shall
not acquire any real property, personal property or assets other than the Mortgaged Property;


 


(2)         shall
not own, operate or participate in any business other than the management and operation of the Mortgaged Property;


 


(3)         shall
not commingle its assets or funds with those of any other Person unless such assets or funds can be segregated and identified;


 


(4)         shall
accurately maintain its financial statements, accounting records and other partnership, real estate investment trust, limited liability
company or corporate documents, as the case may be, separate from those of any other Person;


 


(5)         shall
not assume, guaranty or become obligated for, the liabilities of any other Person (except in connection with the Mortgage Loan
or the endorsement of negotiable instruments in the ordinary course of business) or hold out its credit as being available to satisfy
the obligations of any other Person; or


 


(6)         shall
not enter into, or become a party to, any transaction with any affiliate of any Person, except in the ordinary course of business
and on terms which are no less favorable to any such Person than would be obtained in a comparable arm’s length transaction
with an unrelated third party.


 


(e)          ERISA.


 


Borrower acknowledges
that:


 


(1)         it
shall not maintain or sponsor an Employee Benefit Plan or fail to comply with the requirements of a “qualified plan”
under Section 401(a) of the Internal Revenue Code;


 


(2)         it
shall not maintain, sponsor or contribute to any Employee Benefit Plan that is subject to Title IV of ERISA or Section 412
of the Internal Revenue Code;


 


(3)         it
shall not engage in a non-exempt “prohibited transaction” described in Section 406 of ERISA or Section 4975
of the Internal Revenue Code that could result in an assessment of a civil penalty under Section 502(i) of ERISA or excise
tax under Section 4975 of the Internal Revenue Code, and none of the assets of Borrower shall constitute “plan assets”
(within the meaning of Department of Labor Regulation Section 2510.3-101) of any Employee Benefit Plan subject to Title I
of ERISA;


 


(4)         it
shall not incur any “withdrawal liability” or trigger a “reportable event” (as such terms are described
in Title IV of ERISA) with respect to any such Employee Benefit Plan, unless approved by the appropriate Governmental Authority;


 





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(5)         none
of Borrower, any general partner, manager, managing member or Principal of Borrower, or any Guarantor or Key Principal, or any
person under common control with Borrower, shall withdraw from any Employee Benefit Plan that is a “multiemployer plan”
(as defined in Section 3(37) of ERISA); and


 


(6)         it
shall not incur any liabilities under ERISA that if unpaid or unperformed might result in the imposition of a Lien against any
of its properties or assets, including satisfaction of any plan funding requirements.


 


(f)          Notice
of Litigation or Insolvency.


 


Borrower shall give
immediate written notice to Lender of any claims, actions, suits or proceedings at law or in equity (including any insolvency,
bankruptcy or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge, threatened
against or affecting Borrower, any Guarantor, any Key Principal, any Principal, any Affiliated Property Operator or the Mortgaged
Property, which claims, actions, suits or proceedings, if adversely determined would reasonably be expected to materially adversely
affect the financial condition or business of Borrower, any Guarantor, any Key Principal, any Principal or any Affiliated Property
Operator or the condition or ownership of the Mortgaged Property (including any claims, actions, suits or proceedings regarding
fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material).


 


(g)          Payment
of Costs, Fees, and Expenses.


 


In addition to the
payments specified in this Loan Agreement, Borrower shall pay, on demand, all of Lender’s out-of-pocket fees, costs, charges
or expenses (including the reasonable fees and expenses of attorneys, accountants, and other experts) incurred by Lender in connection
with:


 


(1)         any
amendment to, or consent, or waiver required under this Loan Agreement or any of the Loan Documents (whether or not any such amendments,
consents, or waivers are entered into);


 


(2)         defending
or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to:


 


(A)         the
Mortgaged Property;


 


(B)         any
event, act, condition, or circumstance in connection with the Mortgaged Property; or


 


(C)         the
relationship between Lender, Borrower, Key Principal and Guarantor in connection with this Loan Agreement or any of the transactions
contemplated by this Loan Agreement;


 


(3)         the
administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents
including or in connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted
pursuant to the Loan Documents;


 


(4)         any
Bankruptcy Event or Guarantor Bankruptcy Event;


 


(5)         any
disclosure documents, including fees payable to any rating agencies, including the reasonable fees and expenses of Lender’s
attorneys and accountants.


 


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(h)          Compliance
with Laws Applicable to Seniors Housing Facility.


 


(1)         If
required by applicable law, Borrower shall at all times maintain a current provider agreement under any and all applicable federal,
state and local laws for reimbursement: (A) to a Seniors Housing Facility on the Mortgaged Property; or (B) for other
type of care provided at the Mortgaged Property.


 


(2)         If
Borrower is a HIPAA Covered Entity, Borrower shall at all times remain in substantial compliance with HIPAA requirements, including
those concerning privacy, breach notification, security and billing standards.


 


Article
5 - THE MORTGAGE LOAN


 


Section
5.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Receipt
and Review of Loan Documents.


 


Borrower has received
and reviewed this Loan Agreement and all of the other Loan Documents.


 


(b)          No
Default.


 


No Event of Default
exists under any of the Loan Documents and the execution, delivery and performance of the obligations imposed on Borrower under
the Loan Documents will not cause Borrower to be in default under the provisions of any agreement, judgment or order to which Borrower
is a party or by which Borrower is bound.


 


Section
5.02         Covenants.


 


(a)          Ratification
of Covenants; Estoppels; Certifications.


 


Borrower shall:


 


(1)         promptly
notify Lender in writing upon any violation of any covenant set forth in any Loan Document; provided, however, any
such notice by Borrower shall not relieve Borrower of, or result in a waiver of, any obligation under this Loan Agreement or any
other Loan Document; and


 


(2)         within
ten (10) days after a request from Lender, provide a written statement, signed and acknowledged by Borrower, certifying to
Lender or any person designated by Lender, as of the date of such statement:


 


(A)         that
the Loan Documents are unmodified and in full force and effect (or, if there have been modifications, that the Loan Documents are
in full force and effect as modified and setting forth such modifications);


 


(B)         the
unpaid principal balance of the Mortgage Loan;


 


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(C)         the
date to which interest on the Mortgage Loan has been paid;


 


(D)         that
Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained
in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable
detail);


 


(E)         whether
or not there are then existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender
under the Loan Documents; and


 


(F)         any
additional facts requested by Lender.


 


(b)          Further
Assurances.


 


(1)         Other
Documents As Lender May Require.


 


Borrower
shall execute, acknowledge and deliver, at its cost and expense, all further acts, deeds, conveyances, assignments, estoppel certificates,
financing statements, transfers and assurances as Lender may require from time to time in order to better assure, grant and convey
to Lender the rights intended to be granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents.


 


(2)         Corrective
Actions.


 


Borrower
shall provide, or cause to be provided, to Lender, at Borrower’s cost and expense, such further documentation or information
deemed necessary or appropriate by Lender in the exercise of its rights under the related commitment letter between Borrower and
Lender or to correct patent mistakes in the Loan Documents, the Title Policy or the funding of the Mortgage Loan.


 


(c)          Sale
of Mortgage Loan.


 


Borrower shall:


 


(1)         do
anything necessary to comply with the requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided,
to Lender or any Investor of the Mortgage Loan, at Borrower’s cost and expense, such further documentation or information
required by Lender or Investor, in order to enable:


 


(A)         Lender
to sell the Mortgage Loan to such Investor;


 


(B)         Lender
to obtain a refund of any commitment fee from any such Investor; or


 


(C)         any
such Investor to further sell or securitize the Mortgage Loan;


 


(2)         ratify
and affirm in writing the representations and warranties set forth in any Loan Document as of such date specified by Lender modified
as necessary to reflect changes that have occurred subsequent to the Effective Date;


 


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(3)         confirm
that Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained
in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable
detail); and


 


(4)         execute
and deliver to Lender and/or any Investor such other documentation, including any amendments, corrections, deletions or additions
to this Loan Agreement or other Loan Document(s) as is required by Lender or such Investor.


 


(d)          Limitations
on Further Acts of Borrower.


 


Nothing in Section
5.02(c) shall require Borrower to do any further act that has the effect of:


 


(1)         changing
the economic terms of the Mortgage Loan set forth in the related commitment letter between Borrower and Lender; or


 


(2)         imposing
on Borrower greater personal liability under the Loan Documents than that set forth in the related commitment letter between Borrower
and Lender.


 


(e)          Financing
Statements; Record Searches.


 


(1)         Borrower
shall pay all filing costs and all costs and expenses associated with any filing or recording of:


 


(A)         any
financing statements, including all continuation statements, termination statements and amendments or any other filings related
to security interests in or liens on collateral; and


 


(B)         any
record searches for financing statements that Lender may require.


 


(2)         Borrower
hereby authorizes Lender to file any financing statements, continuation statements, termination statements and amendments as Lender
may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged Property (and
to the extent Lender has filed any such financing statements, continuation statements or amendments prior to the Effective Date,
such filings by Lender are hereby authorized and ratified by Borrower).


 


Article
6 - PROPERTY USE, PRESERVATION AND MAINTENANCE


 


Section
6.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Compliance
with Law; Permits and Licenses.


 


(1)         To
Borrower’s knowledge, all improvements to the Land and the use of the Mortgaged Property comply with:


 


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(A)         all
applicable laws, ordinances, statutes, rules and regulations, including all applicable statutes, rules and regulations pertaining
to requirements for equal opportunity, anti-discrimination, fair housing and environmental protection;


 


(B)         laws
regulating the handling and disposal of medical or biological waste;


 


(C)         the
applicable provisions of Seniors Housing Facility laws, rules, regulations and published interpretations thereof including all
criteria established to classify the Mortgaged Property as housing for older persons under the Fair Housing Amendments Act of 1988
and the Housing for Older Persons Act of 1995 to which Borrower or the Mortgaged Property is subject; and


 


(D)         privacy,
breach notification, security and billing standards including those set forth in HIPAA.


 


(2)         To
Borrower’s knowledge, there is no evidence of any illegal activities on the Mortgaged Property.


 


(3)         To
Borrower’s knowledge, no permits or approvals from any Governmental Authority, other than those previously obtained and furnished
to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable.


 


(4)         All
required permits, licenses and certificates to comply with all zoning and land use statutes, laws, ordinances, rules and regulations,
and all applicable health, fire, safety and building codes, and for the lawful use and operation of the Mortgaged Property, including
certificates of occupancy, apartment licenses or the equivalent, have been obtained and are in full force and effect.


 


(5)         To
the extent any License is required under applicable law, the Mortgaged Property is duly licensed under the Seniors Housing Facility
Licensing Designation under the applicable laws of the Property Jurisdiction. If required under the applicable laws of the Property
Jurisdiction, the Licenses or other operating certificates are in good standing and are in full force and effect.


 


(6)         No
portion of the Mortgaged Property has been purchased with the proceeds of any illegal activity.


 


(7)         If
neither Borrower nor any Property Operator is a Medicaid Participant as of the Effective Date, Borrower hereby confirms that neither
Borrower nor Property Operator has entered into a contract to be a participating provider in the Medicaid Program with respect
to the Mortgaged Property. If Borrower or any Property Operator is a Medicaid Participant as of the Effective Date with respect
to the Mortgaged Property, Borrower hereby confirms that no more than twenty percent (20%) of the Mortgaged Property’s
effective gross income is derived from units relying on Medicaid payments.


 


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(b)          Operating
Documents; Contracts; Resident Records.


 


(1)         Each
Facility Operating Agreement or other Contract is a valid and binding agreement enforceable against the parties in accordance with
its terms and is in full force and effect.


 


(2)         No
party is in default in performing any of its obligations under any Facility Operating Agreement or other Contract.


 


(3)         Each
Facility Operating Agreement and other Contracts are assignable and no previous assignment of Borrower’s interest in the
Facility Operating Agreement or Contracts has been made. Borrower has entered into the Contracts previously identified to Lender
for the provision of goods or services, at or otherwise in connection with the operation, use or management of the Mortgaged Property.


 


(4)         All
resident records at the Mortgaged Property are true and correct in all material respects.


 


(c)          Property
Characteristics.


 


(1)         The
Mortgaged Property contains not less than:


 


(A)         the
Property Square Footage;


 


(B)         the
Total Parking Spaces; and


 


(C)         the
Total Residential Units.


 


(2)         No
part of the Land is included or assessed under or as part of another tax lot or parcel, and no part of any other property is included
or assessed under or as part of the tax lot or parcels for the Land.


 


(d)          Property
Ownership.


 


Borrower is sole owner
of the Mortgaged Property.


 


Section
6.02         Covenants


 


(a)          Use
of Property.


 


From and after the
Effective Date, Borrower shall not, unless required by applicable law or Governmental Authority:


 


(1)         allow
changes in the use of all or any part of the Mortgaged Property, including any change in the unit or bed composition;


 


(2)         convert
any individual dwelling units or common areas to commercial use;


 


(3)         initiate
or acquiesce in a change in the zoning classification of the Land;


 


(4)         establish
any condominium or cooperative regime with respect to the Mortgaged Property; or


 


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(5)         subdivide
the Land.


 


(b)          Property
Maintenance.


 


Borrower shall:


 


(1)         pay
the expenses of operating, managing, maintaining and repairing the Mortgaged Property (including insurance premiums, utilities,
Repairs and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge
being added;


 


(2)         keep
the Mortgaged Property in good repair and marketable condition (including the replacement of Personalty and Fixtures with items
of equal or better function and quality) and subject to Section 9.03(b) restore or repair promptly, in a good and workmanlike
manner, any damaged part of the Mortgaged Property to the equivalent of its original condition or condition immediately prior to
the damage (if improved after the Effective Date), whether or not insurance proceeds are or any condemnation award is available
to cover any costs of such restoration or repair;


 


(3)         commence
all Required Repairs, Additional Lender Repairs and Additional Lender Replacements as follows:


 


(A)         with
respect to any Required Repairs, promptly following the Effective Date (subject to weather conditions, if applicable), in accordance
with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the
Effective Date;


 


(B)         with
respect to Additional Lender Repairs, in the event that Lender determines that Additional Lender Repairs are necessary from time
to time or pursuant to Section 6.03(c), promptly following Lender’s notice of such Additional Lender Repairs (subject to
weather conditions, if applicable), commence any such Additional Lender Repairs in accordance with Lender’s timelines, or
if no timelines are provided, as soon as practical;


 


(C)         with
respect to Additional Lender Replacements, in the event that Lender determines that Additional Lender Replacements are necessary
from time to time or pursuant to Section 6.03(c), promptly following Lender’s notice of such Additional Lender Replacements
(subject to weather conditions, if applicable), commence any such Additional Lender Replacements in accordance with Lender’s
timelines, or if no timelines are provided, as soon as practical;


 


(4)         make,
construct, install, diligently perform and complete all Replacements and Repairs:


 


(A)         in
a good and workmanlike manner as soon as practicable following the commencement thereof, free and clear of any Liens, including
mechanics’ or materialmen’s liens and encumbrances (except for Permitted Encumbrances);


 


(B)         in
accordance with all applicable laws, ordinances, rules and regulations of any Governmental Authority including applicable building
codes, special use permits and environmental regulations;


 


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(C)         in
accordance with all applicable insurance requirements; and


 


(D)         within
all timeframes required by Lender, and Borrower acknowledges that it shall be an Event of Default if Borrower abandons or ceases
work on any Repair at any time prior to the completion of the Repairs for a period of longer than twenty (20) days (except
when such cessation results from causes beyond the control of Borrower and Borrower is diligently pursuing the reinstitution of
such work, provided however any such abandonment or cessation shall not in any event allow the Repair to be completed after the
Completion Period); and


 


(5)         subject
to the terms of Section 6.03(a), provide for professional operation and management of the Mortgaged Property as a Seniors Housing
Facility either by Borrower or any Property Operator, as approved by Lender in writing;


 


(6)         give
notice to Lender of, and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purporting
to affect the Mortgaged Property, Lender’s security for the Mortgage Loan or Lender’s rights under this Loan Agreement;
and


 


(7)         upon
Lender’s request, submit to Lender any contracts or work orders described in Section 13.02(b).


 


(c)          Property
Preservation.


 


Borrower shall:


 


(1)         not
commit waste, or abandon or permit impairment or deterioration of the Mortgaged Property;


 


(2)         except
as otherwise permitted herein in connection with Repairs and Replacements, not remove, demolish or alter the Mortgaged Property
or any part of the Mortgaged Property (or permit any tenant or any other person to do the same) except in connection with the replacement
of tangible Personalty or Fixtures (provided such Personalty and Fixtures are replaced with items of equal or better function and
quality);


 


(3)         not
engage in or knowingly permit, and shall take appropriate measures to prevent and abate or cease and desist, any illegal activities
at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture
of the Land or otherwise materially impair the lien created by the Security Instrument or Lender’s interest in the Mortgaged
Property;


 


(4)         not
permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this
Loan Agreement; or


 


(5)         not
subject the Mortgaged Property to any voluntary, elective or non-compulsory tax lien or assessment (or opt in to any voluntary,
elective or non-compulsory special tax district or similar regime).


 


(d)          Property
Inspections.


 


Borrower shall:


 


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(1)         permit
Lender, its agents, representatives and designees to enter upon and inspect the Mortgaged Property (including in connection with
any replacement, repair or environmental inspections), and shall cooperate and provide access to all areas of the Mortgaged Property
(subject to the rights of tenants under the Leases) during normal business hours or at such other reasonable time upon reasonable
notice, and at any time after an Event of Default or when exigent circumstances exist; and


 


(2)         pay
for reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections.


 


(e)          Compliance
with Laws.


 


Borrower shall:


 


(1)         comply
with all laws, ordinances, statutes, rules and regulations of any Governmental Authority and all recorded lawful covenants and
agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations and
covenants pertaining to construction of improvements on the Land, fair housing and requirements for equal opportunity, anti-discrimination,
environmental protection and Leases;


 


(2)         maintain
all required permits, licenses and certificates necessary to comply with all zoning and land use statutes, laws, ordinances, rules
and regulations, and all applicable health, fire, safety and building codes and for the lawful use and operation of the Mortgaged
Property, including certificates of occupancy, apartment licenses or the equivalent;


 


(3)         comply
with all applicable laws that pertain to the maintenance and disposition of tenant security deposits;


 


(4)         at
all times maintain records sufficient to demonstrate compliance with the provisions of this Section 6.02(e); and


 


(5)         promptly
after receipt or notification thereof, provide Lender copies of any building code or zoning violation from any Governmental Authority
with respect to the Mortgaged Property.


 


(f)          Licensing.


 


(1)         Borrower
(A) shall maintain and operate or shall cause any applicable Property Operator to maintain and operate the Mortgaged Property
as a Seniors Housing Facility at all times in accordance with the standards required by any applicable Licenses and as required
by any regulatory authority, (B) shall maintain or shall cause any applicable Property Operator to maintain in good standing
all Licenses, (C) shall renew or extend or shall cause any applicable Property Operator to renew and extend all such required
Licenses, and (D) shall not fail nor allow the failure by any applicable Property Operator to take any action necessary to
keep all such Licenses in good standing and full force and effect. Borrower will or will cause any applicable Property Operator
to provide Lender written notice, within five (5) days of Borrower’s or Property Operator’s receipt of any notice
or order of a violation which may otherwise have an adverse impact on the Mortgaged Property, its operations or its compliance
with licensing and regulatory requirements.


 


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(2)         If
any licensing or similar regulatory requirement is imposed upon or otherwise becomes applicable to the Mortgaged Property after
the Effective Date, Borrower shall obtain, or shall cause the applicable Property Operator to obtain, all Licenses required to
lawfully operate the Mortgaged Property as a Seniors Housing Facility and shall maintain or shall cause the applicable Property
Operator to maintain, such Licenses in full force and effect. Borrower acknowledges and agrees that all such Licenses are subject
to the terms of this Loan Agreement and the Loan Documents.


 


(3)         Without
the prior written consent of Lender, Borrower shall not, and shall require any applicable Property Operator not to, amend, modify,
transfer or otherwise change the Licenses at the Mortgaged Property.


 


(4)         Borrower
shall promptly inform Lender in writing if Borrower has actual knowledge of, and shall deliver to Lender copies of, any related
written communications, complaints, orders, judgments and other documents relating to the commencement of any rulemaking or disciplinary
proceeding or the promulgation of any proposed or final rule which would have, or may reasonably be expected to have, a material
adverse effect on the Mortgaged Property or on Borrower’s or any Property Operator’s ability to operate and manage
the Mortgaged Property as a Seniors Housing Facility; the receipt of notice from any Governmental Authority having jurisdiction
over Borrower or any Property Operator that (A) Borrower or Property Operator is being placed under regulatory supervision,
(B) any License related to the conduct of Borrower’s or any applicable Property Operator’s business or the Mortgaged
Property is to be suspended or revoked or (C) Borrower or Property Operator is to cease and desist any practice, procedure
or policy employed by Borrower or Property Operator in the conduct of its business, and such cessation would have, or may reasonably
be expected to have, a material adverse effect on the Mortgaged Property or on Borrower’s or any Property Operator’s
ability to operate the Mortgaged Property as a Seniors Housing Facility;


 


(g)          Medicaid.


 


(1)         If
Borrower or any Property Operator is a Medicaid Participant as of the Effective Date with respect to the Mortgaged Property, Borrower
or such Property Operator shall maintain its contract as a participating provider in the Medicaid Program at all times. Borrower
shall not permit or allow more than twenty percent (20%) of the Mortgaged Property’s effective gross income to be derived
from units relying on Medicaid payments. If by reason of applicable law or regulation more than twenty percent (20%) of effective
gross income is derived from units relying on Medicaid payments, Borrower shall take, or shall cause to be taken, in a diligent
and expeditious manner all reasonable steps necessary to bring the Mortgaged Property into compliance with the preceding sentence
to the extent permissible by applicable law or regulation. Borrower shall limit the use and occupancy of the Mortgaged Property
to tenants that meet the standards for a Seniors Housing Facility. Borrower shall not accept tenants that require skilled nursing
care or permit tenants requiring skilled nursing care to remain at the Mortgaged Property as a routine matter.


 


(2)         If
neither Borrower nor any Property Operator is a Medicaid Participant as of the Effective Date, Borrower shall notify Lender in
writing thirty (30) days prior to Borrower’s or any Property Operator’s submission of its request to participate
in the Medicaid Program, and will provide Lender with copies of all correspondence and documentation received from the Property
Jurisdiction or any authorizing entity concerning its submission. In the event Borrower or any Property Operator becomes a Medicaid
Participant with respect to the Mortgaged Property, Borrower and such Property Operator shall execute the form of Medicaid reserve
agreement and depositary agreement as Lender may require.


 


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(h)          Facility
Operating Agreement.


 


(1)         Borrower
shall comply with and shall enforce the obligations of each Property Operator under each Facility Operating Agreement.


 


(2)         Without
prior written consent of Lender, Borrower shall not:


 


(A)         amend
or modify any Facility Operating Agreement;


 


(B)         terminate
any Facility Operating Agreement;


 


(C)         waive
a default under any Facility Operating Agreement;


 


(D)         assign
its rights or interests under any Facility Operating Agreement;


 


(E)         Transfer
the responsibility for the operation and management of the Mortgaged Property from any Property Operator to any other person or
entity;


 


(F)         Transfer
any Facility Operating Agreement; or


 


(G)         add
or release a property to or from the Operating Lease.


 


(3)         Within
five (5) days of Borrower’s or any Property Operator’s receipt, Borrower shall give Lender written notice of any
notice or information received by Borrower or any Property Operator that indicates either Borrower or any Property Operator (A) is
in default under the terms of any Facility Operating Agreement, (B) is amending, modifying or terminating any Facility
Operating Agreement or (C) is otherwise discontinuing its operation and management of the Mortgaged Property.


 


(4)         After
Borrower receives notice (or otherwise has actual knowledge) of an Event of Default under the Loan Documents, it will not make
any payment of fees under or pursuant to the Operating Lease without Lender’s prior written consent.


 


(5)         Borrower
shall cause each Property Operator, where applicable, to comply with the terms, conditions, provisions, requirements and affirmative
and negative covenants of this Loan Agreement relating to the use and operation of the Mortgaged Property, including all terms,
conditions, provisions, requirements and affirmative and negative covenants set forth in this Loan Agreement applicable to the
organization, existence and good standing of Property Operator necessary for the use and operation of the Mortgaged Property.


 


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(i)          Change
in Property Operator.


 


Each Property Operator
and each Facility Operating Agreement must be approved by Lender. Borrower shall not remove or permit or suffer the removal of
any Property Operator without the prior written consent of Lender and unless and until Lender has approved in writing a replacement
Property Operator. Each Facility Operating Agreement or other similar agreement between Borrower and a new Property Operator must
be approved in writing by Lender, and Borrower and the new Property Operator must execute and deliver to Lender a SASA in form
acceptable to Lender, subject to the provisions of Section 6.03(a). Borrower shall notify Lender in writing of any name change
of an Affiliated Property Operator or any change in an Affiliated Property Operator’s place of incorporation or organization.
Borrower agrees that Lender shall have the right to remove any Property Operator at any time upon the occurrence of an Event of
Default, subject to the provisions of any SASA and any assignment of management agreement then in effect.


 


(j)          Contracts.


 


Borrower may in the
future enter into Contracts for the provision of additional goods or services at or otherwise in connection with the operation,
use or management of the Mortgaged Property. Borrower absolutely and unconditionally pledges, grants a security interest in and
assigns to Lender all of Borrower’s right, title and interest in, to and under the Contracts, including Borrower’s
right, power and authority to modify the terms of, extend or terminate any such Contract. Until Lender gives notice to Borrower
of Lender’s exercise of its rights under this Loan Agreement, Borrower shall have all right, power and authority granted
to Borrower under any Contract (except as otherwise limited by this subsection or any other provision of this Loan Agreement),
including the right, power and authority to modify the terms of any Contract or extend or terminate any Contract. Upon the occurrence
of an Event of Default and at the option of Lender, the permission given to Borrower pursuant to the preceding sentence to exercise
all right, power and authority under Contracts shall terminate. Upon Lender’s delivery of notice to Borrower of an Event
of Default, Lender shall immediately have all right, power and authority granted to Borrower under any Contract, including the
right, power and authority to modify the terms of, extend or terminate any such Contract. Borrower shall fully perform all of its
obligations under the Contracts, and Borrower agrees not to assign, sell, pledge, transfer, mortgage or otherwise encumber its
interests in any of the Contracts without the prior written approval of Lender. Each Contract entered into by Borrower subsequent
to the date hereof, the average annual consideration of which, directly or indirectly, is at least $20,000, shall provide: (A) that
it shall be terminable for cause; and (B) that it shall be terminable, at Lender’s option, upon the occurrence of an
Event of Default.


 


Section
6.03         Mortgage Loan Administration Matters Regarding the Property.


 


(a)          Property
Management.


 


If, in connection with
the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement that Borrower enter into a written
contract for operation and management of the Mortgaged Property, and Borrower later elects to enter into a written contract or
change the operation and management of the Mortgaged Property, such new Property Operator and any Facility Operating Agreement
must be approved by Lender. As a condition to any approval by Lender, Borrower and such new Property Operator shall enter into
a SASA.


 


(b)          Subordination
of Fees by Property Operator.


 


All fees due to an
Affiliated Property Operator in connection with the operation and management of the Mortgaged Property shall be subordinated in
right to the prior payment in full of the Indebtedness. All fees due to a non-Affiliated Property Operator in connection with the
operation and management of the Mortgaged Property shall be subordinated in right of payment to the prior payment in full of monthly
debt service and funding of escrows and reserves as required under the Mortgage Loan Documents, and the payment of all operating
expenses and capital expenditures incurred in connection with the operation and management of the Mortgaged Property.


 


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(c)          Physical
Needs Assessment.


 


If, in connection with
any inspection of the Mortgaged Property, Lender determines that the condition of the Mortgaged Property has deteriorated since
the Effective Date, Lender may obtain, at Borrower’s expense, a physical needs assessment of the Mortgaged Property. Lender’s
right to obtain a physical needs assessment pursuant to this Section 6.03(c) shall be in addition to any other rights available
to Lender under this Loan Agreement in connection with any such deterioration. Any such inspection or physical needs assessment
may result in Lender requiring Additional Lender Repairs or Additional Lender Replacements as further described in Section 13.02(a)(9)(B).


 


Article
7  - LEASES AND RENTS


 


Section
7.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Prior
Assignment of Rents.


 


Borrower has not executed
any:


 


(1)         prior
assignment of Rents (other than an assignment of Rents securing prior indebtedness that has been paid off and discharged or will
be paid off and discharged with the proceeds of the Mortgage Loan); or


 


(2)         instrument
which would prevent Lender from exercising its rights under this Loan Agreement, the Security Instrument or the SASA.


 


(b)          Prepaid
Rents.


 


Borrower has not accepted,
and does not expect to receive prepayment of, any Rents for more than two (2) months prior to the due dates of such Rents.


 


Section
7.02         Covenants.


 


(a)          Leases.


 


Borrower shall:


 


(1)         comply
with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance
and disposition of any tenant security deposits or any other refundable fees including entrance fees or community fees;


 


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(2)         surrender
possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment
of a receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as applicable; and


 


(3)         promptly
provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights
for Material Commercial Leases in Section 7.02(b) and subject to Lender’s consent rights for any Seniors Housing Facility
Lease pursuant to Section 6.02(i) and the SASA), and, upon Lender’s request, promptly provide Lender a copy of any Residential
Lease then in effect as requested by Lender.


 


(b)          Commercial
Leases.


 


(1)         With
respect to Material Commercial Leases, Borrower shall not:


 


(A)         enter
into any Material Commercial Lease except with the prior written consent of Lender and Lender’s written approval of such
Material Commercial Lease; or


 


(B)         modify
the terms of, extend or terminate any Material Commercial Lease (including any Material Commercial Lease in existence on the Effective
Date) without the prior written consent of Lender.


 


(2)         With
respect to any non-Material Commercial Lease, Borrower shall not:


 


(A)         enter
into any non-Material Commercial Lease that materially alters the use and type of operation of the premises subject to the Lease
in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property or causes such non-Material
Commercial Lease to be deemed a Material Commercial Lease; or


 


(B)         modify
the terms of any non-Material Commercial Lease (including any non-Material Commercial Lease in existence on the Effective Date)
in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in
effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property or causes such non-Material
Commercial Lease to be deemed a Material Commercial Lease.


 


(3)         With
respect to any Seniors Housing Facility Lease, Borrower shall comply with the requirements set forth in Section 6.02(h).


 


(4)         With
respect to any Material Commercial Lease or non-Material Commercial Lease or Seniors Housing Facility Lease, Borrower shall, upon
Lender’s request, cause the applicable tenant to provide within ten (10) days of the request, a certificate of estoppel,
or if not provided by tenant within such ten (10) day period, Borrower shall provide
such certificate of estoppel, certifying:


 


(A)         that
such Material Commercial Lease, non-Material Commercial Lease or Seniors Housing Facility Lease is unmodified and in full force
and effect (or if there have been modifications, that such Material Commercial Lease, non-Material Commercial Lease or Seniors
Housing Facility Lease is in full force and effect as modified and stating the modifications);


 


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(B)         the
term of the Lease including any extensions thereto;


 


(C)         the
dates to which the Rent and any other charges hereunder have been paid by tenant;


 


(D)         the
amount of any security deposit delivered to Borrower as landlord;


 


(E)         whether
or not Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event
of default) under such Lease;


 


(F)         the
address to which notices to tenant should be sent; and


 


(G)         any
other information as may be reasonably required by Lender.


 


(c)          Payment
of Rents.


 


Borrower shall:


 


(1)         pay
to Lender upon demand all Rents after the occurrence of an Event of Default;


 


(2)         shall
cooperate with Lender’s efforts in connection with the assignment of Rents set forth in the Security Instrument and the SASA;
and


 


(3)         not
accept Rent under any Lease (whether residential or non-residential) for more than two (2) months in advance.


 


(d)          Assignment
of Rents.


 


Borrower shall not:


 


(1)         perform
any acts and shall not execute any instrument that would prevent Lender from exercising its rights under the assignment of Rents
granted in the Security Instrument, SASA or in any other Loan Document; or


 


(2)         interfere
with Lender’s collection of such Rents.


 


(e)          Further
Assignments of Leases and Rents.


 


Borrower shall execute
and deliver any further assignments of Leases and Rents as Lender may require.


 


(f)          Options
to Purchase by Tenants.


 


No Lease (whether a
Residential Lease or a non-Residential Lease) shall contain an option to purchase, right of first refusal or right of first offer,
except as set forth in the SASA or except as required by applicable law.


 


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Section
7.03         Mortgage Loan Administration Regarding Leases and Rents.


 


(a)          Material
Commercial Lease Requirements.


 


Each Material Commercial
Lease, including any renewal or extension of any Material Commercial Lease in existence as of the Effective Date, shall provide,
directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that:


 


(1)         the
tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease
to Lender;


 


(2)         such
Lease is subordinate to the lien of the Security Instrument;


 


(3)         the
tenant shall attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon
acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner);


 


(4)         the
tenant agrees to execute such further evidences of attornment as Lender or any purchaser at a Foreclosure Event may from time to
time request; and


 


(5)         such
Lease shall not terminate as a result of a Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event, but
subject to the terms of the subordination, non-disturbance and attornment agreement, affirmatively elects to terminate such Lease.


 


(b)          Residential
Lease Requirements.


 


All Residential Leases
shall be:


 


(1)         on
forms approved by Lender; and


 


(2)         for
initial lease terms of not less than six (6) months and not more than twenty-four (24) months (however, if customary
in the applicable market, Residential Leases with terms of less than six (6) months may be permitted with Lender’s prior
written consent).


 


Article
8 - BOOKS AND RECORDS; FINANCIAL REPORTING


 


Section
8.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Financial
Information.


 


All financial statements
and data, including statements of cash flow and income and operating expenses, that have been delivered to Lender in respect of
the Mortgaged Property:


 


(1)         are
true, complete and correct in all material respects; and 


 


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(2)         accurately
represent the financial condition of the Mortgaged Property as of such date.


 


(b)          No
Change in Facts or Circumstances.


 


All information in
the Loan Application and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection
with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any
fact or circumstance that would make any such information incomplete or inaccurate.


 


Section
8.02         Covenants.


 


(a)          Obligation
to Maintain Accurate Books and Records.


 


Borrower shall keep
and maintain at all times at the Mortgaged Property or the property management agent’s offices or Borrower’s General
Business Address and, upon Lender’s request, shall make available at the Land:


 


(1)         complete
and accurate books of account and records (including copies of supporting bills and invoices) adequate to reflect correctly the
operation of the Mortgaged Property; and


 


(2)         copies
of all written contracts, Leases and other instruments that affect Borrower or the Mortgaged Property.


 


(b)          Items
to Furnish to Lender.


 


Subject to Privacy
Laws, Borrower shall furnish to Lender the following, certified as true, complete and accurate by an individual having authority
to bind Borrower (or Guarantor, as applicable), in such form and with such detail as Lender reasonably requires:


 


(1)         within
forty-five (45) days after the end of each calendar quarter, a statement of income and expenses for Borrower and each Property
Operator (in connection with the operation of the Mortgaged Property) for that calendar quarter, and


 


(2)         within
one hundred twenty (120) days after the end of each calendar year:


 


(A)         a
statement of income and expenses for Borrower, each Property Operator (in connection with the operation of the Mortgaged Property)
and Guarantor for such calendar year;


 


(B)         balance
sheet(s) showing all assets and liabilities of Borrower, each Property Operator (in connection with the operation of the
Mortgaged Property) and Guarantor as of the end of such calendar year; and


 


(C)         a
written certification ratifying and affirming that:


 


(i)          Borrower
has taken no action in violation of Section 4.02(d) regarding its single asset status;


 


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(ii)         Borrower
has received no notice of any building code violation, or if Borrower has received such notice, evidence of remediation;


 


(iii)        Borrower
has made no application for rezoning nor received any notice that the Mortgaged Property has been or is being rezoned; and


 


(iv)        Borrower
has taken no action and has no knowledge of any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens
encumbering the Mortgaged Property;


 


(D)         an
accounting of all security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and
identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to contact
at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts;
and


 


(E)         a
statement that identifies all owners of any interest in Borrower and the interest held by each, and if Borrower is a corporation,
the names of all officers and directors of Borrower, and if Borrower is a limited liability company, the names of all managers
who are not members;


 


(3)         within
forty-five (45) days after the end of each first, second and third calendar quarter and within one hundred twenty (120)
days after the end of each calendar year, and at any other time upon Lender’s request, a rent schedule for the Mortgaged
Property showing the name of each tenant and for each tenant, the space occupied, the lease expiration date, the rent payable for
the current month, the date through which rent has been paid and any related information requested by Lender;


 


(4)         within
ten (10) days of Borrower’s receipt, copies of all inspection reports, surveys, reviews and certifications prepared
by, for, or on behalf of any licensing or regulatory authority relating to the Mortgaged Property and any legal actions, orders,
notices or reports relating to the Mortgaged Property issued by the applicable regulatory or licensing authorities;


 


(5)         within
ten (10) days of submission by Borrower, copies of all incident reports submitted by or on behalf of Borrower to any liability
insurance carrier or any elderly affairs, regulatory or licensing authority;


 


(6)         upon
Lender’s request (but, absent an Event of Default, no more frequently than once in any six (6) month period):


 


(A)         any
item described in Section 8.02(b)(1) or Section 8.02(b)(2) for Borrower or any Property Operator (in connection with the operation
of the Mortgaged Property), certified as true, complete and accurate by an individual having authority to bind Borrower or such
Property Operator;


 


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(B)         a
property management or leasing report for the Mortgaged Property, showing the number of rental applications received from tenants
or prospective tenants and deposits received from tenants or prospective tenants, and any other information requested by Lender;


 


(C)         a
statement of income and expenses for Borrower’s or any Property Operator’s operation of the Mortgaged Property on a
year-to-date basis as of the end of each month for such period as requested by Lender, which statement shall be delivered within
thirty (30) days after the end of such month requested by Lender;


 


(D)         copies
of all reports relating to the services and operations of the Mortgaged Property, including, if applicable, Medicaid cost reports
and records relating to account balances due to or from Medicaid or any private insurer; and


 


(E)         within
ten (10) days of submission to Borrower by any Property Operator, the financial statements, reports, documents, communications
and information delivered to Borrower by any Property Operator pursuant to the Facility Operating Agreement, to the extent not
otherwise provided under this Loan Agreement.


 


(c)          Delivery
of Books and Records.


 


If an Event of Default
has occurred and is continuing, Borrower shall deliver to Lender, upon written demand, all books and records relating to the Mortgaged
Property or its operation.


 


Section
8.03         Mortgage Loan Administration Matters Regarding Books and Records
and Financial Reporting.


 


(a)          Right
to Audit Books and Records.


 


Lender may require
that any or all of the statements, schedules and reports of Borrower, any Affiliated Property Operator or the Mortgaged Property
be audited, at Borrower’s expense, by independent certified public accountants acceptable to Lender; provided that such requirement
shall be limited to not more than once per Borrower’s fiscal year so long as no Event of Default has occurred (or any event
which, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing).
If Borrower fails, in a timely manner, to provide any such required audited materials, Lender shall have the right, at Borrower’s
expense, to have such materials audited by independent certified public accountants selected by Lender. All related costs and expenses
of Lender shall become immediately due and payable within ten (10) Business Days after demand therefor.


 


(b)          Credit
Reports; Credit Score.


 


No more often than
once in any twelve (12) month period, Lender is authorized to obtain a credit report (if applicable) on Borrower or any Guarantor
or any Key Principal, the cost of which report shall be paid by Borrower, Guarantor, and Key Principal. Lender is authorized to
obtain a Credit Score (if applicable) for Borrower, any Guarantor or any Key Principal at any time at Lender’s expense.


 


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Article
9  - INSURANCE


 


Section
9.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Compliance
with Insurance Requirements.


 


Borrower is in compliance
with Lender’s insurance requirements (or has obtained a written waiver from Lender for any non-compliant coverage) and has
timely paid all premiums on all required insurance policies.


 


(b)          Property
Condition.


 


(1)         The
Mortgaged Property has not been damaged by fire, water, wind or other cause of loss; or


 


(2)         if
previously damaged, any previous damage to the Mortgaged Property has been repaired and the Mortgaged Property has been fully restored.


 


Section
9.02         Covenants.


 


(a)          Insurance
Requirements.


 


(1)         As
required by Lender and applicable law, and as may be modified from time to time, Borrower shall:


 


(A)         keep
the Improvements insured at all times against any hazards, which insurance shall include coverage against loss by fire and allied
perils, general boiler and machinery coverage, business income coverage and flood (if any of the Improvements are located in an
area identified by the Federal Emergency Management Agency (or any successor) as an area having special flood hazards and to the
extent flood insurance is available in that area), and may include sinkhole insurance, mine subsidence insurance, earthquake insurance,
terrorism insurance and, if the Mortgaged Property does not conform to applicable building, zoning or land use laws, ordinance
and law coverage;


 


(B)         maintain
at all times commercial professional liability insurance covering errors and omissions for medical malpractice, all types of abuse,
and any service where healthcare is provided, commercial general liability insurance, workmen’s compensation insurance and
such other liability, errors and omissions and fidelity insurance coverage; and


 


(C)         maintain
workmen’s compensation insurance, builder’s risk and public liability insurance, and other insurance in connection
with completing the Repairs or Replacements, as applicable.


 


(b)          Delivery
of Policies, Renewals, Notices and Proceeds.


 


Borrower shall:


 


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(1)         cause
all insurance policies (including any policies not otherwise required by Lender) which can be endorsed with standard non-contributing,
non-reporting mortgagee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed;


 


(2)         promptly
deliver to Lender a copy of all renewal and other notices received by Borrower with respect to the policies and all receipts for
paid premiums;


 


(3)         deliver
evidence, in form and content acceptable to Lender, that each existing insurance policy has been renewed not less than thirty (30)
days prior to the applicable expiration date and (if such evidence is other than an original or duplicate original of a renewal
policy) deliver the original or duplicate original of each renewal policy in form and content acceptable to Lender within ninety (90)
days after the applicable expiration date of the original insurance policy);


 


(4)         provide
immediate written notice to the insurance company and to Lender of any event of loss;


 


(5)         execute
such further evidence of assignment of any insurance proceeds as Lender may require; and


 


(6)         provide
immediate written notice to Lender of Borrower’s receipt of any insurance proceeds under any insurance policy required by
Section 9.02(a)(1)(A) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied
by Lender in accordance with this Article 9.


 


Section
9.03         Mortgage Loan Administration Matters Regarding Insurance


 


(a)          Lender’s
Ongoing Insurance Requirements.


 


Borrower acknowledges
that Lender’s insurance requirements may change from time to time. All insurance policies and renewals of insurance policies
required by this Loan Agreement shall be:


 


(1)         in
the form and with the terms required by Lender;


 


(2)         in
such amounts, with such maximum deductibles and for such periods required by Lender; and


 


(3)         issued
by insurance companies satisfactory to Lender.


 


Borrower
acknowledges that any failure to comply with insurance provisions shall permit Lender to purchase such insurance at Borrower’s
cost. Such insurance may, but need not, protect Borrower’s interests. The coverage that Lender purchases may not pay any
claim that Borrower makes or any claim that is made against Borrower in connection with the Mortgaged Property. If Lender purchases
insurance for the Mortgaged Property, Borrower will be responsible for the costs of that insurance, including interest at the Default
Rate and any other charges Lender may impose in connection with the placement of the insurance until the effective date of the
cancellation or the expiration of the insurance. The costs of the insurance shall be added to Borrower’s total outstanding
balance or obligation and shall constitute additional Indebtedness. The costs of the insurance may be more than the cost of insurance
Borrower may be able to obtain on its own. Borrower may later cancel any insurance purchased by Lender, but only after providing
evidence that Borrower has obtained insurance as required by this Loan Agreement and the other Loan Documents.


 


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(b)          Application
of Proceeds on Event of Loss.


 


(1)         Upon
an event of loss, Lender may, at Lender’s option:


 


(A)         hold
such proceeds to be applied to reimburse Borrower for the cost of Restoration (in accordance with Lender’s then-current policies
relating to the restoration of casualty damage on similar multifamily residential properties); or


 


(B)         apply
such proceeds to the payment of the Indebtedness, whether or not then due; provided, however, Lender shall not apply
insurance proceeds to the payment of the Indebtedness and shall permit Restoration pursuant to Section 9.03(b)(1) if all of the
following conditions are met:


 


(i)          no
Event of Default has occurred (or any event which, with the giving of notice or the passage of time, or both, would constitute
an Event of Default has occurred and is continuing);


 


(ii)         Lender
determines that there will be sufficient funds to complete the Restoration;


 


(iii)        Lender
determines that the net operating income generated by the Mortgaged Property after completion of the Restoration will be sufficient
to support a debt service coverage ratio not less than the debt service coverage ratio immediately prior to the event of loss,
but in no event less than 1.0x (the debt service coverage ratio shall be calculated on a thirty (30) year amortizing basis
in all events and shall include all operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts and
Mortgage Loan repayment obligations);


 


(iv)        Lender
determines that the Restoration will be completed before the earlier of (x) one (1) year before the stated Maturity Date
or (y) one (1) year after the date of the loss or casualty; and


 


(v)         Borrower
provides Lender, upon request, evidence of the availability during and after the Restoration of the insurance required to be maintained
by Borrower pursuant to this Loan Agreement.


 


After the completion
of Restoration in accordance with the above requirements, as determined by Lender, the balance, if any, of such proceeds shall
be returned to Borrower.


 


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(2)         Notwithstanding
the foregoing, if any loss is estimated to be in an amount equal to or less than $50,000, Lender shall not exercise its rights
and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under
policies of property damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance,
and to collect and receive the proceeds of property damage insurance; provided that each of the following conditions
shall be satisfied:


 


(A)         Borrower
shall immediately notify Lender of the casualty giving rise to the claim;


 


(B)         no
Event of Default has occurred (or any event which, with the giving of notice or the passage of time, or both, would constitute
an Event of Default has occurred and is continuing);


 


(C)         the
Restoration will be completed before the earlier of (i) one (1) year before the stated Maturity Date or (ii) one (1)
year after the date of the loss or casualty;


 


(D)         there
will be sufficient funds to complete the Restoration;


 


(E)         all
proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender;


 


(F)         all
proceeds of property damage insurance shall be applied to the Restoration;


 


(G)         Borrower
shall deliver to Lender evidence satisfactory to Lender of completion of the Restoration and obtainment of all lien releases;


 


(H)         Borrower
shall have complied to Lender’s satisfaction with the foregoing requirements on any prior claims subject to this provision,
if any; and


 


(I)         Lender
shall have the right to inspect the Mortgaged Property.


 


(3)         If
Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall
not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to the damaged portion of
the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up any debris resulting
from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged
Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a safe, habitable and marketable condition.
Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach
by Borrower of any of its obligations under this Loan Agreement or under any Loan Document, including any failure to timely pay
Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement.


 


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(c)          Payment
Obligations Unaffected.


 


The application of
any insurance proceeds to the Indebtedness shall not extend or postpone the Maturity Date or the due date or the full payment of
any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, any other installments referred to in this Loan Agreement
or in any other Loan Document. Notwithstanding the foregoing, if Lender applies insurance proceeds to the Indebtedness in connection
with a casualty of less than the entire Mortgaged Property, and after such application of proceeds the debt service coverage ratio
(as determined by Lender) is less than 1.25x based on the then-applicable Monthly Debt Service Payment and the anticipated on-going
net operating income of the Mortgaged Property after such casualty event, then Lender may, at its discretion, permit an adjustment
to the Monthly Debt Service Payments that become due and owing thereafter, based on Lender’s then-current underwriting requirements.
In no event shall the preceding sentence obligate Lender to make any adjustment to the Monthly Debt Service Payments.


 


(d)          Foreclosure
Sale.


 


If the Mortgaged Property
is transferred pursuant to a Foreclosure Event or Lender otherwise acquires title to the Mortgaged Property, Borrower acknowledges
that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance premiums
applicable to the Mortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Property prior to such
Foreclosure Event or such acquisition.


 


(e)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby authorizes
and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


Article
10 - CONDEMNATION


 


Section
10.01         Representations and Warranties.


 


The representations
and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective Date, and are true and correct except
as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Prior
Condemnation Action.


 


No part of the Mortgaged
Property has been taken in connection with a Condemnation Action.


 


(b)          Pending
Condemnation Actions.


 


No Condemnation Action
is pending nor, to Borrower’s knowledge, is threatened for the partial or total condemnation or taking of the Mortgaged Property.


 


Section
10.02         Covenants.


 


(a)          Notice
of Condemnation.


 


Borrower shall:


 


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(1)         promptly
notify Lender of any Condemnation Action;


 


(2)         appear
in and prosecute or defend, at its own cost and expense, any action or proceeding relating to any Condemnation Action, including
any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender
in writing; and


 


(3)         execute
such further evidence of assignment of any condemnation award in connection with a Condemnation Action as Lender may require.


 


(b)          Condemnation
Proceeds.


 


Borrower shall pay
to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.


 


Section
10.03         Mortgage Loan Administration Matters Regarding Condemnation.


 


(a)          Application
of Condemnation Awards.


 


Lender may apply any
awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred in the collection of such
amounts, to:


 


(1)         the
restoration or repair of the Mortgaged Property; or


 


(2)         the
payment of the Indebtedness, with the balance, if any, paid to Borrower.


 


(b)          Payment
Obligations Unaffected.


 


The application of
any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the due date or the full payment
of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, any other installments referred to in this Loan Agreement
or in any other Loan Document, or the Maturity Date.


 


(c)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower authorizes
and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


(d)          Application
of Proceeds.


 


If Lender elects
to apply condemnation proceeds or awards to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower
shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to the damaged
portion of the Mortgaged Property and, at its expense and regardless of whether such costs are covered by insurance, clean up
any debris resulting from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any
remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a
safe, habitable and marketable condition. Nothing in this Section 10.03(d) shall affect any of Lender’s remedial rights
against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under any
Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s)
required by this Loan Agreement.


 


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Article
11  - LIENS, TRANSFERS AND ASSUMPTIONS


 


Section
11.01         Representations and Warranties.


 


The
representations and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective Date, and are
true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          No
Labor or Materialmen’s Claims.


 


All parties furnishing
labor and materials have been paid in full and there are no mechanics’ or materialmen’s liens or claims outstanding
for work, labor or materials affecting the Mortgaged Property, whether prior to, equal with or subordinate to the lien of the Security
Instrument.


 


(b)          No
Other Interests.


 


No Person:


 


(1)         other
than Borrower has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant
to the provisions of existing Leases, the material terms of all such Leases having been previously disclosed to Lender;


 


(2)         has
an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property,
or any interest in the Mortgaged Property, except as may be disclosed to and approved in writing by Lender.


 


Section
11.02         Covenants.


 


(a)          Liens;
Encumbrances.


 


Other than Permitted
Encumbrances and the lien of the Security Instrument and this Loan Agreement, Borrower shall not permit the grant, creation or
existence of any Lien, whether voluntary, involuntary or by operation of law, on all or any portion of the Mortgaged Property (including
any voluntary, elective or non-compulsory tax lien or assessment pursuant to a voluntary, elective or non-compulsory special tax
district or similar regime).


 


(b)          Transfers.


 


(1)         Mortgaged
Property.


 


Borrower
shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property (including any interest in the
Mortgaged Property) other than:


 


(A)         a
Transfer to which Lender has consented in writing;


 


(B)         the
grant of a Residential Lease for a term of two (2) years or less and not containing an option to purchase or right of first
refusal (except as required by applicable law);


 





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(C)         the
grant of a non-Material Commercial Lease provided the use and type of operation of such space is unchanged from the use and type
of operation in effect as of the Effective Date and the number and size of residential units at the Mortgaged Property are not
reduced;


 


(D)         a
Transfer of obsolete or worn out Personalty or Fixtures that are contemporaneously replaced by items of equal or better function
and quality which are free of Liens (other than those created by the Loan Documents);


 


(E)         the
grant of an easement, servitude or restrictive covenant to which Lender has consented, and Borrower has paid to Lender, upon demand,
all costs and expenses incurred by Lender in connection with reviewing Borrower’s request; or


 


(F)         the
creation of any tax lien, municipal lien, utility lien, mechanics’ lien, materialmen’s lien, or judgment lien against
the Mortgaged Property if bonded off, released of record or otherwise remedied to Lender’s satisfaction within sixty (60)
days after the earlier of the date Borrower has actual notice or constructive notice of the existence of such lien.


 


(2)         Interests
in Borrower and/or Key Principal and/or Guarantor and/or Affiliated Property Operator.


 


Other than
a Transfer to which Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred:


 


(A)         a
direct or indirect Controlling Interest in Borrower, Key Principal, Guarantor or Affiliated Property Operator (if applicable);


 


(B)         more
than forty-nine percent (49%) of any Key Principal’s or Guarantor’s direct or indirect ownership interests in
Borrower or Affiliated Property Operator that existed on the Effective Date (individually or on an aggregate basis);


 


(C)         the
economic benefits or rights to cash flows attributable to any ownership interests in Borrower, Key Principal or Guarantor (if applicable)
or Affiliated Property Operator separate from the Transfer of the underlying ownership interests if the Transfer of the underlying
ownership interest is prohibited by this Loan Agreement; or


 


(D)         a
Transfer to a new key principal or new guarantor (if such new key principal or guarantor is an entity) which entity has an organizational
existence termination date that ends before the Maturity Date.


 


(3)         Entity
Conversion.


 


(A)         Borrower
shall not change its name, change its jurisdiction or organization, or cause or permit a conversion of Borrower from one type of
entity into another type of entity if such conversion results in either:


 


(i)          a
Transfer of a Controlling Interest; or


 





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(ii)         a
change in any assets, liabilities, legal rights or obligations of Borrower (or of Key Principal, Guarantor or any general partner,
manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise.


 


(B)         Notwithstanding
the foregoing, and provided that all Licenses remain valid and in full force and effect following any conversion, Borrower may
convert from one type of legal entity into another type of legal entity for tax or other structuring purposes, provided:


 


(i)          the
provisions of Section 11.02(b)(2) are satisfied;


 


(ii)         Borrower
provides Lender with at least ten (10) days prior written notice of such conversion;


 


(iii)        Borrower
provides Lender any certificates evidencing such conversion filed with the appropriate Secretary of State within ten (10)
days after filing such certificates;


 


(iv)        Borrower
provides Lender new certificates of good standing for such entity at least five (5) days prior to such conversion;


 


(v)         Lender
reserves the right to file UCC-3 amendments where necessary reflecting the conversion;


 


(vi)        if
required by Lender, Borrower executes an amendment to this Loan Agreement documenting the conversion;


 


(vii)       Borrower
shall provide Lender with confirmation from the title company (via electronic mail or letter) that nothing is needed in the land
records (of the appropriate Property Jurisdiction) at such time to evidence such conversion, and no endorsements to the Title Policy
are necessary to maintain Lender’s coverage; or if any endorsements are necessary, Borrower shall provide such endorsements
at Borrower’s cost; and


 


(viii)      Borrower
shall provide Lender with confirmation that any Licenses in Borrower’s name remain valid and in full force and effect following
the conversion or have been properly transferred to the Borrower entity following the conversion, Borrower may convert from one
type of legal entity into another type of legal entity for tax or other structuring purposes.


 


Section
11.03         Mortgage Loan Administration Matters Regarding Liens, Transfers
and Assumptions


 


(a)          Assumption
of Mortgage Loan.


 


Lender shall consent
to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower if each of the following conditions
is satisfied prior to the Transfer:


 





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(1)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(a);


 


(2)         no
Event of Default has occurred, and no event which, with the giving of notice or the passage of time, or both, would constitute
an Event of Default has occurred and is continuing;


 


(3)         Lender
determines that:


 


(A)         the
proposed new borrower, new key principal and any other new guarantor fully satisfy all of Lender’s then-applicable borrower,
key principal or guarantor eligibility, credit, management and other loan underwriting standards (including any standards with
respect to previous relationships between Lender and the proposed new borrower, new key principal and new guarantor and the organization
of the new borrower, new key principal and new guarantor (if applicable));


 


(B)         none
of the proposed new borrower, new key principal and any new guarantor, or any owners of the proposed new borrower, new key principal
and any new guarantor, are a Prohibited Person; and


 


(C)         none
of the proposed new borrower, new key principal and any new guarantor (if any of such are entities) shall have an organizational
existence termination date that ends before the Maturity Date;


 


(4)         Lender
determines that the Mortgaged Property satisfies all of Lender’s then-applicable loan underwriting standards, including physical
condition, occupancy and net operating income;


 


(5)         the
proposed new borrower has executed an assumption agreement acceptable to Lender that, among other things, requires the proposed
new borrower to assume and perform all obligations of Borrower (or any other transferor), and that may require that the new borrower
comply with any provisions of any Loan Document which previously may have been waived by Lender for Borrower, subject to the terms
of Section 11.03(g);


 


(6)         one
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(A)         an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(B)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender;


 


(7)         Lender
has reviewed and approved the Transfer documents; and


 


(8)         Lender
has received the fees described in Section 11.03(g).


 





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(b)          Transfers
to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates.


 


(1)         Transfers
of direct or indirect ownership interests in Borrower that are not otherwise permitted by this Loan Agreement but in which Key
Principal or Guarantor, or an entity in which Key Principal or Guarantor, as applicable, owns a Controlling Interest, is the transferee
shall be consented to by Lender if such Transfer satisfies the applicable requirements of Section 11.03(a), other than Section
11.03(a)(5).


 


(2)         Transfers
of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable,
shall be consented to by Lender if such Transfer satisfies the following conditions:


 


(A)         the
Transfer does not cause a change in the management and control of Borrower; and


 


(B)         the
transferor Key Principal or Guarantor maintains the same right and ability to manage and control Borrower as existed prior to the
Transfer.


 


If the conditions set forth in this
Section 11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket
costs set forth in Section 11.03(g).


 


(c)          Estate
Planning.


 





Notwithstanding the
provisions of Section 11.02(b)(2), so long as (1) the Transfer does not cause a change in the management and control of Borrower
and (2) the transferor Key Principal or Guarantor, as applicable, maintains the same right and ability to manage and control
Borrower as existed prior to the Transfer, Lender shall consent to Transfers of direct or indirect ownership interests in Borrower
held by a Key Principal or Guarantor to, and Transfers of direct or indirect ownership interests, in an entity Key Principal or
entity Guarantor to:


 


(A)         Immediate
Family Members of such Key Principal or Guarantor;


 


(B)         United
States domiciled trusts established for the benefit of the transferor Key Principal or transferor Guarantor, or Immediate
Family Members of the transferor Key Principal or the transferor Guarantor; or


 


(C)         partnerships
or limited liability companies of which the partners or members, respectively, are all Immediate Family Members of such Key Principal
or Guarantor.


 


If the conditions set forth in this
Section 11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket
costs set forth in Section 11.03(g).


 


(d)          Termination
or Revocation of Trust.


 


If any of Borrower,
Guarantor or Key Principal is a trust, the termination or revocation of such trust is an unpermitted Transfer; provided that the
termination or revocation of the trust due to the death of an individual trustor shall not be considered an unpermitted Transfer
so long as:


 


(1)         Lender
is notified within thirty (30) days of the death; and


 





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(2)         such
Borrower, Guarantor or Key Principal, as applicable, is replaced with an individual or entity acceptable to Lender, in accordance
with the provisions of Section 11.03(a) within ninety (90) days of the date of death.


 


If the conditions set forth in this Section
11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(e)          Death
of Key Principal or Guarantor.


 


(1)         If
Key Principal or Guarantor is a natural person, Borrower must notify Lender in writing within ninety (90) days in the event
Key Principal or Guarantor dies. Unless waived in writing by Lender, the deceased Key Principal or Guarantor shall be replaced
by an individual or entity within one hundred eighty (180) days, subject to Borrower’s satisfaction of the following
conditions:


 


(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(e);


 


(B)         Lender
determines that:


 


(i)          the
proposed new key principal and any other new guarantor fully satisfies all of Lender’s then-applicable key principal or guarantor
eligibility, credit, management and other loan underwriting standards (including any standards with respect to previous relationships
between Lender and the proposed new key principal and new guarantor and the organization of the new key principal and new guarantor
(if applicable));


 


(ii)         none
of the proposed new key principal or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is
a Prohibited Person; and


 


(iii)        none
of the proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination
date that ends before the Maturity Date;


 


(C)         if
applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(i)          an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(ii)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.


 


(2)         In
the event a replacement Key Principal or Guarantor is required by Lender due to the death described in this Section 11.03(e),
and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a date not more
than one (1) year from the date of Key Principal’s or Guarantor’s death; however, Lender may require as a condition
to any such extension that:


 





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(A)         the
then-current Affiliated Property Operator be replaced with a Property Operator reasonably acceptable to Lender (or if a Property
Operator has not been previously engaged, a Property Operator reasonably acceptable to Lender be engaged); or


 


(B)         a
lockbox or cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement
period be instituted.


 


If the conditions set forth in this Section
11.03(e) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(f)          Bankruptcy
of Guarantor.


 


(1)         Upon
the occurrence of any Guarantor Bankruptcy Event, unless waived in writing by Lender, the applicable Guarantor shall be replaced
by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction
of the following conditions:


 


(A)         Borrower
has submitted to Lender all information required by Lender to make the determination required by this Section 11.03(f);


 


(B)         Lender
determines that:


 


(i)          the
proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management and other
loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new
guarantor and the organization of the new guarantor (if applicable));


 


(ii)         no
new guarantor is a Prohibited Person; and


 


(iii)        no
new guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity
Date;


 


(C)         one
or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender:


 


(i)          an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under
any Guaranty given in connection with the Mortgage Loan; or


 


(ii)         a
substitute Non-Recourse Guaranty and other substitute guaranty in a form acceptable to Lender.


 


(2)         In
the event a replacement Guarantor is required by Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f),
and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion;
however, Lender may require as a condition to any such extension that:


 





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(A)         the
then-current Affiliated Property Operator be replaced with a Property Operator reasonably acceptable to Lender (or if a Property
Operator has not been previously engaged, a Property Operator reasonably acceptable to Lender be engaged); or


 


(B)         a
lockbox or cash management arrangement (with the property manager) reasonably acceptable to Lender during such extended replacement
period be instituted.


 


If the conditions set forth in this Section
11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set
forth in Section 11.03(g).


 


(g)          Further
Conditions to Transfers and Assumption.


 


(1)         In
connection with any Transfer of the Mortgaged Property, or an ownership interest in Borrower, Key Principal or Guarantor for which
Lender’s approval is required under this Loan Agreement, Lender may, as a condition to any such approval, require:


 


(A)         additional
collateral, guaranties or other credit support to mitigate any risks concerning the proposed transferee or the performance or condition
of the Mortgaged Property;


 


(B)         amendment
of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit
of original Borrower, Key Principal or Guarantor and to restore the original provisions of the standard Fannie Mae form multifamily
loan documents, to the extent such provisions were previously modified; or


 


(C)         a
modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B).


 


(2)         In
connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand:


 


(A)         the
Transfer Fee (to the extent charged by Lender);


 


(B)         the
Review Fee (regardless of whether Lender approves or denies such request);


 


(C)         all
of Lender’s out-of-pocket costs (including reasonable attorneys’ fees) incurred in reviewing the Transfer request,
to the extent such costs exceed the Review Fee; and


 


(3)         Borrower
shall provide Lender written notice of all Transfers whether or not such Transfers are permitted under this Loan Agreement or approved
by Lender no later than ten (10) days prior to the date of the Transfer, provided that Borrower shall not be required to provide
notice of Transfers of Residential Leases or of the replacement of Fixtures or Personalty performed pursuant to the terms of the
Loan Documents.


 





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(h)          Publicly-Held
Real Estate Investment Trust.


 


Notwithstanding anything
set forth in this Loan Agreement to the contrary, if a Key Principal or Guarantor is a publicly-held real estate investment trust,
the public issuance of common stock, convertible debt, equity or other similar securities (“Public REIT Securities”)
and the Transfer of Public REIT Securities, whenever issued, will not constitute a prohibited Transfer under Section 11.02(b)(2);
provided, that no Public REIT Securities holder may acquire an ownership percentage of 10% or more unless otherwise approved by
Lender.


 


Article
12  - IMPOSITIONS


 


Section
12.01         Representations and Warranties.


 


The
representations and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective Date, and are
true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule.


 


(a)          Payment
of Taxes, Assessments and Other Charges.


 


Borrower has:


 


(1)         paid
(or with the approval of Lender, established an escrow fund sufficient to pay when due and payable) all amounts and charges relating
to the Mortgaged Property that have become due and payable, including Impositions, leasehold payments and ground rents;


 


(2)         paid
all Taxes for the Mortgaged Property that have become due pursuant to any notice of assessment received by Borrower and any and
all taxes that have become due against Borrower;


 


(3)         no
knowledge of any basis for any additional assessments;


 


(4)         no
knowledge of any presently pending special assessments against all or any part of the Mortgaged Property, or any presently pending
special assessments against Borrower; and


 


(5)         not
received any written notice of any contemplated special assessment against the Mortgaged Property, or any contemplated special
assessment against Borrower.


 


Section
12.02         Covenants.


 


(a)          Imposition
Deposits, Taxes, and Other Charges.


 


Borrower shall:


 


(1)         deposit
the Imposition Deposits with Lender on each Payment Date (or on another day designated in writing by Lender) in amount sufficient,
in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made
without any penalty or interest charge being added, plus an amount equal to no more than one-sixth (1/6) (or the amount permitted
by applicable law) of the Impositions for the trailing twelve (12) months (calculated based on the aggregate annual Imposition
costs divided by twelve (12) and multiplied by two (2));


 





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(2)         deposit
with Lender, within ten (10) days after notice from Lender (subject to applicable law), such additional amounts estimated
by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific
Imposition;


 


(3)         pay,
or cause to be paid, all Impositions, leasehold payments, ground rents and Borrower taxes when due and before the addition of any
interest, fine, penalty or cost for nonpayment;


 


(4)         promptly
deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower
shall promptly furnish to Lender receipts evidencing such payments; and


 


(5)         promptly
deliver to Lender a copy of all notices of any special assessments and contemplated special assessments against the Mortgaged Property
or Borrower.


 


Section
12.03         Mortgage Loan Administration Matters Regarding Impositions.


 


(a)          Maintenance
of Records by Lender.


 


Lender shall maintain
records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying Taxes, insurance premiums and
each other obligation of Borrower for which Imposition Deposits are required.


 


(b)          Imposition
Accounts.


 


All Imposition Deposits
shall be held in an institution (which may be Lender, if Lender is such an institution) whose deposits or accounts are insured
or guaranteed by a federal agency and which accounts meet the standards for custodial accounts as required by Lender from time
to time. Lender shall not be obligated to open additional accounts, or deposit Imposition Deposits in additional institutions,
when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty. No interest,
earnings or profits on the Imposition Deposits shall be paid to Borrower unless applicable law so requires. Imposition Deposits
shall not be trust funds, nor shall they operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance
with this Loan Agreement. For the purposes of 9-104(a)(3) of the UCC, Lender is the owner of the Imposition Deposits and shall
be deemed a “customer” with sole control of the account holding the Imposition Deposits.


 


(c)          Payment
of Impositions; Sufficiency of Imposition Deposits.


 


Lender may pay an Imposition
according to any bill, statement or estimate from the appropriate public office or insurance company without inquiring into the
accuracy of the bill, statement or estimate or into the validity of the Imposition. Imposition Deposits shall be required
to be used by Lender to pay Taxes, insurance premiums and any other individual Imposition only if:


 


(1)         no
Event of Default exists;


 





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(2)         Borrower
has timely delivered to Lender all applicable bills or premium notices that it has received; and


 


(3)         sufficient
Imposition Deposits are held by Lender for each Imposition at the time such Imposition becomes due and payable.


 


Lender shall have no
liability to Borrower for failing to pay any Imposition if any of the conditions are not satisfied. If at any time the amount of
the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender to be
held in connection with such Imposition, the excess may be credited against future installments of Imposition Deposits for such
Imposition.


 


(d)          Imposition
Deposits Upon Event of Default.


 


If an Event of Default
has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in such order as Lender determines,
to pay any Impositions or as a credit against the Indebtedness.


 


(e)          Contesting
Impositions.


 


Other than insurance
premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or validity of any Imposition if:


 


(1)         Borrower
notifies Lender of the commencement or expected commencement of such proceedings;


 


(2)         Lender
determines that the Mortgaged Property is not in danger of being sold or forfeited;


 


(3)         Borrower
deposits with Lender (or the applicable Governmental Authority if required by applicable law) reserves sufficient to pay the contested
Imposition, if required by Lender (or the applicable Governmental Authority);


 


(4)         Borrower
furnishes whatever additional security is required in the proceedings or is reasonably requested by Lender; and


 


(5)         Borrower
commences, and at all times thereafter diligently prosecutes, such contest in good faith until a final determination is made by
the applicable Governmental Authority.


 


(f)          Release
to Borrower.


 


Upon payment in full
of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security Instrument,
Lender shall disburse to Borrower the balance of any Imposition Deposits then on deposit with Lender.


 





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Article
13  - REPLACEMENT RESERVE AND REPAIRS


 


Section
13.01         Covenants.


 


(a)          Initial
Deposits to Replacement Reserve Account and Repairs Escrow Account.


 


On the Effective Date,
Borrower shall pay to Lender:


 


(1)         the
Initial Replacement Reserve Deposit for deposit into the Replacement Reserve Account; and


 


(2)         the
Repairs Escrow Deposit for deposit into the Repairs Escrow Account.


 


(b)          Monthly
Replacement Reserve Deposits.


 


Borrower shall deposit
the applicable Monthly Replacement Reserve Deposit into the Replacement Reserve Account on each Payment Date.


 


(c)          Payment
for Replacements and Repairs.


 


Borrower shall:


 


(1)         pay
all invoices for the Replacements and Repairs, regardless of whether funds on deposit in the Replacement Reserve Account or the
Repairs Escrow Account, as applicable, are sufficient, prior to any request for disbursement from the Replacement Reserve Account
or the Repairs Escrow Account, as applicable (unless Lender has agreed to issue joint checks in connection with a particular Replacement
or Repair);


 


(2)         pay
all applicable fees and charges of any Governmental Authority on account of the Replacements and Repairs, as applicable; and


 


(3)         provide
evidence satisfactory to Lender of completion of the Replacements and any Required Repairs (within the Completion Period or within
such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional
Lender Repairs (by the date specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)).


 


(d)          Assignment
of Contracts for Replacements and Repairs.


 


Borrower shall assign
to Lender any contract or subcontract for Replacements or Repairs, upon Lender’s request, on a form of assignment approved
by Lender.


 


(e)          Indemnification.


 


Borrower shall indemnify
and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations
and costs or expenses, including litigation costs and reasonable attorneys’ fees, arising from or in any way connected with
the performance of the Replacements or Repairs or investment of the Reserve/Escrow Account Funds.


 





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(f)          Amendments
to Loan Documents.


 


Borrower shall execute
and/or deliver to Lender, upon request, an amendment to this Loan Agreement, the Security Instrument, any other Loan Document and/or
the original financing statement necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged Property
for which Reserve/Escrow Account Funds were expended.


 


(g)          Administrative
Fees and Expenses.


 


Borrower shall pay
to Lender:


 


(1)         by
the date specified in the applicable invoice, the Repairs Escrow Account Administrative Fee and the Replacement Reserve Account
Administration Fee for Lender’s services in administering the Repairs Escrow Account and Replacement Reserve Account and
investing the funds on deposit in the Repairs Escrow Account and the Replacement Reserve Account, respectively;


 


(2)         upon
demand, a reasonable inspection fee, not exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged Property by
Lender in connection with a Repair or Replacement, plus all other reasonable costs and out-of-pocket expenses relating to such
inspections; and


 


(3)         upon
demand, all reasonable fees charged by any engineer, architect, inspector or other person inspecting the Mortgaged Property on
behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair or Replacement, plus all other reasonable
costs and out-of-pocket expenses relating to such inspections.


 


Section
13.02         Mortgage Loan Administration Matters Regarding Reserves.


 


(a)          Accounts,
Deposits, and Disbursements.


 


(1)         Custodial
Accounts.


 


(A)         The
Replacement Reserve Account shall be an interest-bearing account that meets the standards for custodial accounts as required by
Lender from time to time. Lender shall not be responsible for any losses resulting from the investment of the Replacement Reserve
Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest earned on the Replacement
Reserve Deposits shall be added to and become part of the Replacement Reserve Account; provided, however, if applicable
law requires, and so long as no Event of Default exists under any of the Loan Documents, Lender shall pay to Borrower the interest
earned on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency.
In no event shall Lender be obligated to disburse funds from the Reserve/Escrow Account if an Event of Default exists.


 


(B)         Lender
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(2)         Disbursements
by Lender Only.


 


Only Lender
or a designated representative of Lender may make disbursements from the Replacement Reserve Account and the Repairs Escrow Account.
Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction of all
conditions for disbursement.


 


(3)         Adjustment
of Deposits.


 


(A)         Mortgage
Loan Terms Exceeding Ten (10) Years.


 


If the Loan
Term exceeds ten (10) years, a physical needs assessment shall be ordered by Lender for the Mortgaged Property at the expense
of Borrower (which expense may be paid of out of the Replacement Reserve Account if excess funds are available). The physical needs
assessment shall be performed no earlier than the sixth (6th) month and no later than the ninth (9th)
month of the tenth (10th) Loan Year (and of the twentieth (20th) Loan Year if the Loan Term exceeds
twenty (20) years). After review of the physical needs assessment, the amount of the Monthly Replacement Reserve Deposit may
be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits
are sufficient to fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be
adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required.


 


(B)         Transfers.


 


In connection
with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in Borrower, Guarantor or Key Principal which
requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Replacement Reserve Account or the Repairs
Escrow Account, the amount of the Monthly Replacement Reserve Deposit and the likely repairs and replacements required by the Mortgaged
Property, and the related contingencies which may arise during the remaining Loan Term. Based upon that review, Lender may require
an additional deposit to the Replacement Reserve Account or the Repairs Escrow Account, or an increase in the amount of the Monthly
Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. In all events, the transferee shall be required
to assume Borrower’s duties and obligations under this Loan Agreement.


 


(4)         Insufficient
Funds.


 


Lender may,
upon thirty (30) days prior written notice to Borrower, require an additional deposit(s) to the Replacement Reserve Account
or Repairs Escrow Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that
the amounts on deposit in either the Replacement Reserve Account or the Repairs Escrow Account are not sufficient to cover the
costs for Required Repairs or Required Replacements or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover
the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower Requested Replacements or Additional Lender Replacements.
Borrower’s agreement to complete the Replacements or Repairs as required by this Loan Agreement shall not be affected by
the insufficiency of any balance in the Replacement Reserve Account or the Repairs Escrow Account, as applicable.


 





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(5)         Disbursements
for Replacements and Repairs.


 


(A)         
Disbursement requests may only be made after completion of the applicable Replacements and only to reimburse Borrower for the actual
approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance
to the Mortgaged Property or for costs which are to be reimbursed from the Repairs Escrow Account or any similar account. Disbursement
from the Replacement Reserve Account and the Repairs Escrow Account shall not be made more frequently than the Maximum Replacement
Reserve Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Replacement
Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount.


 


(B)         Disbursement
requests may only be made after completion of the applicable Repairs and only to reimburse Borrower for the actual cost of the
Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs
Escrow Account after any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost
of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account
the costs of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from the Replacement Reserve
Account or any similar account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum
Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow
Account shall not be less than the Minimum Repairs Disbursement Amount.


 


(6)         Disbursement
Requests.


 


Each request
by Borrower for disbursement from the Replacement Reserve Account or the Repairs Escrow Account must be in writing, must specify
the Replacement or Repair for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower
Requested Repairs, Additional Lender Replacements and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow
Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)), and must:


 


(A)         if
applicable, specify the quantity and price of the items or materials purchased, grouped by type or category;


 


(B)         if
applicable, specify the cost of all contracted labor or other services involved in the Replacement or Repair for which such request
for disbursement is made;


 


(C)         if
applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided;


 





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(D)         include
evidence of payment of such Replacement or Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection
with a particular Repair or Replacement as provided in this Loan Agreement); and


 


(E)         contain
a certification by Borrower that the Repair or Replacement has been completed lien free and in a good and workmanlike manner, in
accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable
laws, ordinances, rules and regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise
in accordance with the provisions of this Loan Agreement.


 


(7)         Conditions
to Disbursement.


 


Lender may
require any or all of the following at the expense of Borrower as a condition to disbursement of funds from the Replacement Reserve
Account or the Repairs Escrow Account (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional
Lender Replacements and Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for
such replacements or repairs pursuant to the terms of Section 13.02(a)(9)):


 


(A)         an
inspection by Lender of the Mortgaged Property and the applicable Replacement or Repair;


 


(B)         an
inspection or certificate of completion by an appropriate independent qualified professional (such as an architect, engineer or
property inspector, depending on the nature of the Repair or Replacement) selected by Lender;


 


(C)         either:


 


(i)          a
search of title to the Mortgaged Property effective to the date of disbursement; or


 


(ii)         a
“date-down” endorsement to Lender’s Title Policy extending the effective date of such policy to the date of disbursement,
and showing no Liens other than Permitted Encumbrances (or liens which Borrower is diligently contesting in good faith that have
been bonded off to the satisfaction of Lender); and


 


(D)         an
acknowledgement of payment, waiver of claims and release of lien for work performed and materials supplied from each contractor,
subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials
supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor or materialman through
the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor or materialman is
to be made by a joint check, the release of lien shall be effective through the date covered by the previous disbursement).


 





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(8)         Joint
Checks for Periodic Disbursements.


 


Lender may
issue joint checks, payable to Borrower and the applicable supplier, materialman, mechanic, contractor, subcontractor or other
similar party, if:


 


(A)         the
cost of the Replacement or Repair exceeds the Replacement Threshold or the Repair Threshold, as applicable, and the contractor
performing such Replacement or Repair requires periodic payments pursuant to the terms of the applicable written contract;


 


(B)         the
contract for such Repair or Replacement requires payment upon completion of the applicable portion of the work;


 


(C)         Borrower
makes the disbursement request after completion of the applicable portion of the work required to be completed under such contract;


 


(D)         the
materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or
installed;


 


(E)         Lender
determines that the remaining funds in the Replacement Reserve Account designated for such Replacement, or in the Repairs Escrow
Account designated for such Repair, as applicable, are sufficient to complete the Replacement or Repair;


 


(F)         each
supplier, materialman, mechanic, contractor, subcontractor or other similar party receiving payments shall have provided, if requested
by Lender, a waiver of liens with respect to amounts which have been previously paid to them; and


 


(G)         all
other conditions for disbursement have been satisfied.


 


(9)         Replacements
and Repairs Other than Required Replacements and/or Required Repairs.


 


(A)         Borrower
Requested Replacements and Borrower Requested Repairs.


 


In the event
Borrower requests a disbursement from the Replacement Reserve Account or the Repairs Escrow Account to reimburse Borrower for any
Borrower Requested Replacement or Borrower Requested Repair, any related disbursement request must also contain support for why
Lender should allow such disbursement. Lender may make disbursements for Borrower Requested Replacements or Borrower Requested
Repairs if Lender determines that:


 


(i)          they
are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable;


 


(ii)         the
costs are reasonable;


 





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(iii)        the
amount of funds in the Replacement Reserve Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and
the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost),
as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional
Lender Repairs that have been previously approved by Lender; and


 


(iv)        all
conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.


 


Nothing in this
Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase
to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit
to the Repairs Escrow Account for any such Borrower Requested Repairs.


 


(B)         Additional
Lender Replacements and Additional Lender Repairs.


 


Lender may
require, as set forth in Section 6.02(b)(3), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower,
that Borrower make Additional Lender Replacements or Additional Lender Repairs. Lender may make disbursements from the Replacement
Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable,
if Lender determines that:


 


(i)          the
costs are reasonable;


 


(ii)         the
amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs
and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair
Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements
or Additional Lender Repairs that have been previously approved by Lender; and


 


(iii)        all
conditions for disbursement from the Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied.


 


Nothing in this
Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase
to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the Repairs
Escrow Account for any such Additional Lender Repair.


 


(10)        Excess
Costs.


 


In the event
any Replacement or Repair exceeds the approved cost set forth on the Required Replacement Schedule for Replacements, or the Maximum
Repair Cost for Repairs, Borrower may submit a disbursement request to reimburse Borrower for such excess cost. The disbursement
request must contain support for why Lender should allow such disbursement. Lender may make disbursements from the Replacement
Reserve Account or the Repairs Escrow Account, as applicable, if:


 





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(A)         the
excess cost is reasonable;


 


(B)         the
amount of funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such excess
cost and the then-current estimated cost of completing all remaining Replacements and Repairs at the Maximum Repair Cost; and


 


(C)         all
conditions for disbursement from the Replacement Reserve Account or the Repairs Escrow Account have been satisfied.


 


(11)        Final
Disbursements.


 


Upon completion
of all Repairs in accordance with this Loan Agreement and so long as no Event of Default has occurred, Lender shall disburse to
Borrower any amounts then remaining in the Repairs Escrow Account. Upon payment in full of the Indebtedness and release by Lender
of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining in the Replacement
Reserve Account and the Repairs Escrow Account (if not previously released).


 


(b)          Approvals
of Contracts; Assignment of Claims.


 


Lender retains the
right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties
providing labor or materials in connection with the Replacements or Repairs. Notwithstanding Borrower’s assignment (in the
Security Instrument) of its rights and claims against all persons or entities supplying labor or materials in connection with
the Replacement or Repairs, Lender will not pursue any such right or claim unless an Event of Default has occurred or as otherwise
provided in Section 14.03(c).


 


(c)          Delays
and Workmanship.


 


If Lender determines
that any work for any Replacement or Repair has not timely commenced, has not been timely performed in a workmanlike manner, or
has not been timely completed in a workmanlike manner, Lender may, without notice to Borrower:


 


(1)         withhold
disbursements from the Replacement Reserve Account or Repairs Escrow Account for such unsatisfactory Replacement or Repair, as
applicable;


 


(2)         proceed
under existing contracts or contract with third parties to make or complete such Replacement or Repair;


 


(3)         apply
the funds in the Replacement Reserve Account or Repairs Escrow Account toward the labor and materials necessary to make or complete
such Replacement or Repair, as applicable; or


 


(4)         exercise
any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise
available upon an Event of Default pursuant to the terms of Section 14.02.


 





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To facilitate Lender’s
completion or making of such Replacements or Repairs, Lender shall have the right to enter onto the Mortgaged Property and perform
any and all work and labor necessary to make or complete the Replacements or Repairs and employ watchmen to protect the Mortgaged
Property from damage. All funds so expended by Lender shall be deemed to have been advanced to Borrower, shall be part of the Indebtedness
and shall be secured by the Security Instrument and this Loan Agreement.


 


(d)          Appointment
of Lender as Attorney-In-Fact.


 


Borrower hereby authorizes
and appoints Lender as attorney-in-fact pursuant to Section 14.03(c).


 


(e)          No
Lender Obligation.


 


Nothing in this Loan
Agreement shall:


 


(1)         make
Lender responsible for making or completing the Replacements or Repairs;


 


(2)         require
Lender to expend funds, whether from the Replacement Reserve Account, the Repairs Escrow Account or otherwise, to make or complete
any Replacement or Repair;


 


(3)         obligate
Lender to proceed with the Replacements or Repairs; or


 


(4)         obligate
Lender to demand from Borrower additional sums to make or complete any Replacement or Repair.


 


(f)          No
Lender Warranty.


 


Lender’s approval
of any plans for any Replacement or Repair, release of funds from the Replacement Reserve Account or Repairs Escrow Account, inspection
of the Mortgaged Property by Lender or its agents, representatives or designees, or other acknowledgment of completion of any Replacement
or Repair in a manner satisfactory to Lender shall not be deemed an acknowledgment or warranty to any person that the Replacement
or Repair has been completed in accordance with applicable building, zoning or other codes, ordinances, statutes, laws, regulations
or requirements of any governmental agency, such responsibility being at all times exclusively that of Borrower.


 


Article
14  - DEFAULTS/REMEDIES


 


Section
14.01         Events of Default.


 


The occurrence of
any one or more of the following in this Section 14.01 shall constitute an Event of Default under this Loan Agreement.


 


(a)          Automatic
Events of Default.


 


The following shall
constitute automatic Events of Default:


 


(1)         any
failure by Borrower to pay or deposit when due any amount required by the Note, this Loan Agreement or any other Loan Document;


 





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(2)         any
failure by Borrower to maintain the insurance coverage required by any Loan Document;


 


(3)         any
failure by Borrower to comply with the provisions of Section 4.02(d) relating to its single asset status;


 


(4)         any
warranty, representation, certificate or statement of Borrower, Guarantor or Key Principal in this Loan Agreement or any of the
other Loan Documents shall be false, inaccurate or misleading in any material respect when made;


 


(5)         fraud,
gross negligence, willful misconduct or material misrepresentation or material omission by Borrower, or any of its officers, directors,
trustees, partners, members or managers, or any Guarantor, Key Principal or Principal or any of their employees, officers, directors,
trustees, partners, members or managers in connection with:


 


(A)         the
application for, or creation of, the Indebtedness;


 


(B)         any
financial statement, rent roll or other report or information provided to Lender during the term of the Mortgage Loan;


 


(C)         any
request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds
or Collateral Account Funds;


 


(6)         the
occurrence of any Transfer not permitted by the Loan Documents;


 


(7)         the
occurrence of a Bankruptcy Event;


 


(8)         the
commencement of a forfeiture action or proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could
result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement or the
Security Instrument or Lender’s interest in the Mortgaged Property;


 


(9)         any
failure by Borrower, Key Principal or Guarantor to comply with the provisions of Section 5.02(b) and Section 5.02(c);


 


(10)        if
Borrower, Guarantor or Key Principal is a trust, the termination or revocation of such trust, except as set forth in Section 11.03(d);


 


(11)        any
failure by Borrower to complete any Repair related to fire, life or safety issues in accordance with the terms of this Loan Agreement
within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in writing
for such Repair);


 


(12)        any
exercise by the holder of any other debt instrument secured by a mortgage, deed of trust or deed to secure debt on the Mortgaged
Property of a right to declare all amounts due under that debt instrument immediately due and payable;


 


(13)        any
failure by Borrower or any Property Operator to comply with the use and licensing requirements for a Seniors Housing Facility set
forth in any Loan Document or as required by any applicable law;


 





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(14)        a
Transfer or change in the holder of the Licenses authorizing the Mortgaged Property to operate as a Seniors Housing Facility;


 


(15)        a
Transfer of Borrower’s or any Property Operator’s respective interest(s) in any Facility Operating Agreement;


 


(16)        a
Transfer or termination of any Facility Operating Agreement;


 


(17)        any
loss by Borrower or any Property Operator of any License or other legal authority necessary to operate the Mortgaged Property as
a Seniors Housing Facility, or any failure by Borrower or any Property Operator to comply strictly with any consent order or decree
or to correct, within the time deadlines set by any federal, state or local licensing agency, any deficiency where such failure
results, or under applicable laws and regulations, is reasonably likely to result, in an action by such agency with respect to
the Mortgaged Property that may have a material adverse effect on the income and operations of the Mortgaged Property or Borrower’s
interest in the Mortgaged Property, including, without limitation, a termination, revocation or suspension of any applicable Licenses
necessary for the operation of the Mortgaged Property as a Seniors Housing Facility;


 


(18)        if
Borrower or any Property Operator:


 


(A)         ceases
to operate the Mortgaged Property as a Seniors Housing Facility or takes any action or permits to exist any condition that causes
the Mortgaged Property to no longer be classified as housing for older persons pursuant to the Fair Housing Amendments Act of 1988
and the Housing for Older Persons Act of 1995;


 


(B)         ceases
to provide such kitchens, separate bathrooms, and areas for eating, sitting and sleeping in each independent living or assisted
living unit or at a minimum, central bathing and dining facilities for Alzheimer’s/dementia care, as are provided as of the
Effective Date;


 


(C)         ceases
to provide other facilities and services normally associated with independent living or assisted living units including (i) central
dining services providing up to three (3) meals per day, (ii) periodic housekeeping, (iii) laundry services, (iv) customary
transportation services, and (v) social activities;


 


(D)         provides
or contracts for skilled nursing care for any of the units;


 


(E)         leases
or holds available for lease to commercial tenants non-residential space (i.e., space other than the units, dining areas, activity
rooms, lobby, parlors, kitchen, mailroom, marketing/management offices) exceeding ten percent (10%) of the net rental area;
or


 


(19)        a
default which continues beyond any applicable cure period under any Facility Operating Agreement; and


 


(20)        a
default by Borrower, Key Principal or Guarantor under any SASA.


 





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(b)          Events
of Default Subject to a Specified Cure Period.


 


The following shall
constitute an Event of Default subject to the cure period set forth in the Loan Documents:


 


(1)         if
Key Principal or Guarantor is a natural person, the death of such individual, unless requirements of Section 11.03(e) are
met;


 


(2)         the
occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met; and


 


(3)         any
failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified notice
and cure period, which failure continues beyond such specified notice and cure period as set forth herein or in the applicable
Loan Document.


 


(c)          Events
of Default Subject to Extended Cure Period.


 


The following shall
constitute an Event of Default subject to the cure period set forth below:


 


(1)         Any
failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those
specified in Section 14.01(a) or Section 14.01(b) above) as and when required, which failure continues for a period of
thirty (30) days after notice of such failure by Lender to Borrower, provided, however, such period may be
extended for up to an additional thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a
cure of such; provided, further, however, no such notice, grace period or extension shall apply if, in
Lender’s discretion, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document
is required to avoid harm to Lender or impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property
or any other security given for the Mortgage Loan.


 


Section
14.02         Remedies.


 


(a)          Acceleration;
Foreclosure.


 


Upon the occurrence
of an Event of Default, the entire unpaid principal balance of the Mortgage Loan, any Accrued Interest, interest accruing at the
Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness shall at once become due and payable, at the option
of Lender, without any prior notice to Borrower, unless applicable law requires otherwise (and in such case, after any required
notice has been given). Lender may exercise this option to accelerate regardless of any prior forbearance. In addition, Lender
shall have all rights and remedies afforded to it hereunder and under the other Loan Documents, including, foreclosure on and/or
the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies available to it
at law or in equity (subject to Borrower’s statutory rights of reinstatement, if any, prior to a Foreclosure Event). Any
proceeds of a foreclosure or other sale under this Loan Agreement or any other Loan Document may be held and applied by Lender
as additional collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence of
any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately
due and payable without notice or further action by Lender.


 





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(b)          Loss
of Right to Receive Replacement Reserve Disbursements and Repairs Disbursements.


 


Upon the occurrence
of an Event of Default under this Loan Agreement, Borrower shall immediately lose all of its rights to receive disbursements from
the Reserve/Escrow Accounts and any Collateral Accounts. Upon any such Event of Default, Lender may use the Reserve/Escrow Account
Funds and any Collateral Account Funds (or any portion thereof) for any purpose, including:


 


(1)         repayment
of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment,
as applicable (however, such application of funds shall not cure or be deemed to cure any Event of Default);


 


(2)         reimbursement
of Lender for all losses and expenses (including reasonable legal fees) suffered or incurred by Lender as a result of such Event
of Default;


 


(3)         completion
of the Replacement or Repair or for any other replacement or repair to the Mortgaged Property; and


 


(4)         payment
of any amount expended in exercising (and the exercise of) all rights and remedies available to Lender at law or in equity or under
this Loan Agreement or under any of the other Loan Documents.


 


Nothing in this Loan
Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or Collateral Account Funds on
account of any Event of Default by Borrower or to repayment of the Indebtedness or in any specific order of priority.


 


(c)          Remedies
Cumulative.


 


Each right and remedy
provided in this Loan Agreement is distinct from all other rights or remedies under this Loan Agreement or any other Loan Document
or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently or successively, in
any order. Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default in
order to exercise any of its remedies with respect to an Event of Default.


 


(d)          Operations
upon Event of Default; Lockbox Account.


 


(1)         Upon
the occurrence of an Event of Default and at the option of Lender, Borrower shall or shall cause each Property Operator to continue
to provide all necessary services required under each Facility Operating Agreement or applicable licensing or regulatory requirements
to operate and manage the Mortgaged Property and shall fully cooperate with Lender and any receiver as may be appointed by a court,
in performing these services and agrees to arrange for an orderly transition to a replacement property operator or provider of
the necessary services, and to execute promptly all applications, assignments, consents and documents requested by Lender to facilitate
such transition. Lender may, upon an Event of Default, cause the removal of Borrower or any Property Operator (as applicable) from
any Mortgaged Property operations. Until such time as Lender has located a replacement property operator, Borrower or the acting
Property Operator shall continue to provide all required services to maintain the Mortgaged Property in full compliance with all
licensing and regulatory requirements as a Seniors Housing Facility. Borrower acknowledges that its failure to perform or to cause
the performance of this service shall constitute a form of waste of the Mortgaged Property, causing irreparable harm to Lender
and the Mortgaged Property, and shall constitute sufficient cause for the appointment of a receiver.


 


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(2)         In
addition to the remedies set forth herein and elsewhere in the Loan Documents, upon an Event of Default Lender shall be entitled
to mandate the use of a lockbox bank account or other depositary account, to be maintained under the control and supervision of
Lender, for all income of the Mortgaged Property, including Rents, service charges, insurance payments and Third Party Payments.


 


Section
14.03         Additional Lender Rights; Forbearance.


 


(a)          No
Effect Upon Obligations.


 


Lender may, but shall
not be obligated to, agree with Borrower, from time to time, and without giving notice to, or obtaining the consent of, or having
any effect upon the obligations of, any Guarantor, Key Principal or other third party obligor, to take any of the following actions:


 


(1)         the
time for payment of the principal of or interest on the Indebtedness may be extended or the Indebtedness may be renewed in whole
or in part;


 


(2)         the
rate of interest on or period of amortization of the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under
the Loan Documents may be modified;


 


(3)         the
time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently
existing or hereinafter entered into, may be extended or such performance or compliance may be waived;


 


(4)         the
maturity of the Indebtedness may be accelerated as provided in the Loan Documents;


 


(5)         any
or all payments due under the Loan Agreement or any other Loan Document may be reduced;


 


(6)         any
Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount of
the Mortgage Loan;


 


(7)         any
amounts under this Loan Agreement or any other Loan Document may be released;


 


(8)         any
security for the Indebtedness may be modified, exchanged, released, surrendered or otherwise dealt with or additional security
may be pledged or mortgaged for the Indebtedness;


 


(9)         the
payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security,
or both, of any other present or future creditor of Borrower;


 


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(10)        any
payments made by Borrower to Lender may be applied to the Indebtedness in such priority as Lender may determine in its discretion;
or


 


(11)        any
other terms of the Loan Documents may be modified.


 


(b)          No
Waiver of Rights or Remedies.


 


Any waiver of an Event
of Default or forbearance by Lender in exercising any right or remedy under this Loan Agreement or any other Loan Document or otherwise
afforded by applicable law, shall not be a waiver of any other Event of Default or preclude the exercise or failure to exercise
of any other right or remedy. The acceptance by Lender of payment of all or any part of the Indebtedness after the due date of
such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require
prompt payment when due of all other payments on account of the Indebtedness or to exercise any remedies for any failure to make
prompt payment. Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies
so as to preclude the exercise or failure to exercise of any other right available to Lender. Lender’s receipt of any condemnation
awards or insurance proceeds shall not operate to cure or waive any Event of Default.


 


(c)          Appointment
of Lender as Attorney-in-Fact.


 


Borrower hereby irrevocably
makes, constitutes and appoints Lender (and any officer of Lender or any Person designated by Lender for that purpose) as Borrower’s
true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place and stead, with full power of substitution,
to:


 


(1)         use
any of the funds in the Replacement Reserve Account or Repairs Escrow Account for the purpose of making or completing the Replacements
or Repairs;


 


(2)         make
such additions, changes and corrections to the Replacements or Repairs as shall be necessary or desirable to complete the Replacements
or Repairs;


 


(3)         employ
such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes;


 


(4)         pay,
settle or compromise all bills and claims for materials and work performed in connection with the Replacements or Repairs, or as
may be necessary or desirable for the completion of the Replacements or Repairs, or for clearance of title;


 


(5)         adjust
and compromise any claims under any and all policies of insurance required pursuant to this Loan Agreement and any other Loan Document;


 


(6)         appear
in and prosecute any action arising from any insurance policies;


 


(7)         collect
and receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such
proceeds;


 


(8)         commence,
appear in and prosecute, in Lender’s or Borrower’s name, any action or proceeding relating to any condemnation;


 


(9)         settle
or compromise any claim in connection with any condemnation;


 


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(10)        execute
all applications and certificates in the name of Borrower which may be required by any of the contract documents;


 


(11)        prosecute
and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged
Property;


 


(12)        take
such actions as are permitted in this Loan Agreement and any other Loan Documents;


 


(13)        execute
such financing statements and other documents and to do such other acts as Lender may require to perfect and preserve Lender’s
security interest in, and to enforce such interests in, the collateral; and


 


(14)        carry
out any remedy provided for in this Loan Agreement and any other Loan Documents, including endorsing Borrower’s name to checks,
drafts, instruments and other items of payment and proceeds of the collateral, executing change of address forms with the postmaster
of the United States Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all
envelopes addressed to Borrower and applying any payments contained therein to the Indebtedness.


 


Borrower hereby
acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable
and shall not be affected by the disability or incompetence of Borrower. Borrower specifically acknowledges and agrees that this
power of attorney granted to Lender may be assigned by Lender to Lender’s successors or assigns as holder of the Note (and
the Mortgage Loan). However, the foregoing shall not require Lender to incur any expense or take any action. Borrower hereby ratifies
and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Loan Agreement and any
other Loan Documents.


 


Section
14.04         Waiver of Marshaling.


 


Notwithstanding the
existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the
right to determine the order in which any or all of the Mortgaged Property shall be subjected to the remedies provided in this
Loan Agreement, any other Loan Document or applicable law. Lender shall have the right to determine the order in which all or any
part of the Indebtedness is satisfied from the proceeds realized upon the exercise of such remedies. Borrower and any party who
now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Loan
Agreement waives any and all right to require the marshaling of assets or to require that any of the Mortgaged Property be sold
in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels or as an entirety in connection with
the exercise of any of the remedies permitted by applicable law or provided in this Loan Agreement or any other Loan Documents.


 


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ARTICLE
15 - MISCELLANEOUS




 


Section
15.01         Governing Law; Consent to Jurisdiction and Venue.


 


(a)          Governing
Law.


 


This Loan Agreement
and any other Loan Document which does not itself expressly identify the law that is to apply to it, shall be governed by the laws
of the Property Jurisdiction without regard to the application of choice of law principles.


 


(b)          Venue.


 


Any controversy arising
under or in relation to this Loan Agreement or any other Loan Document shall be litigated exclusively in the Property Jurisdiction
without regard to conflicts of laws principles. The state and federal courts and authorities with jurisdiction in the Property
Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Loan Agreement
or any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation
and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.


 


Section
15.02         Notice.


 


(a)          Process
of Serving Notice.


 


Except as otherwise
set forth herein or in any other Loan Document, all Notices under this Loan Agreement and any other Loan Document shall be:


 


(1)         in
writing and shall be:


 


(A)         delivered,
in person;


 


(B)         mailed,
postage prepaid, either by registered or certified delivery, return receipt requested;


 


(C)         sent
by overnight courier; or


 


(D)         sent
by electronic mail with originals to follow by overnight courier;


 


(2)         addressed
to the intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and


 


(3)         deemed
given on the earlier to occur of:


 


(A)         the
date when the Notice is received by the addressee; or


 


(B)         if
the recipient refuses or rejects delivery, the date on which the Notice is so refused or rejected, as conclusively established
by the records of the United States Postal Service or such express courier service.


 


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(b)          Change
of Address.


 


Any party to this Loan
Agreement may change the address to which Notices intended for it are to be directed by means of Notice given to the other parties
identified on the Summary of Loan Terms in accordance with this Section 15.02.


 


(c)          Default
Method of Notice.


 


Any required Notice
under this Loan Agreement or any other Loan Document which does not specify how Notices are to be given shall be given in accordance
with this Section 15.02.


 


(d)          Receipt
of Notices.


 


Neither Borrower nor
Lender shall refuse or reject delivery of any Notice given in accordance with this Loan Agreement. Each party is required to acknowledge,
in writing, the receipt of any Notice upon request by the other party.


 


Section
15.03         Successors and Assigns Bound; Sale of Mortgage Loan.


 


(a)          Binding
Agreement.


 


This Loan Agreement
shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns of Lender and the permitted
successors and assigns of Borrower. However, a Transfer not permitted by this Loan Agreement shall be an Event of Default and shall
be void ab initio.


 


(b)          Sale
of Mortgage Loan; Change of Servicer.


 


Nothing in this Loan
Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer the Mortgage Loan or any
interest in the Mortgage Loan. The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement
and the other Loan Documents) may be sold one (1) or more times without prior notice to Borrower. A sale may result in a change
of the Loan Servicer.


 


Section
15.04         Counterparts.


 


This Loan Agreement
may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all
such counterparts shall be construed together and shall constitute one (1) instrument.


 


Section
15.05         Joint and Several (or Solidary) Liability.


 


If more than one Person
signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several (solidary instead for purposes
of Louisiana law).


 


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Section
15.06         Relationship of Parties; No Third Party Beneficiary.


 


(a)          Solely
Creditor and Debtor.


 


The relationship between
Lender and Borrower shall be solely that of creditor and debtor, respectively, and nothing contained in this Loan Agreement shall
create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement shall constitute Lender as
a joint venturer, partner or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations
or contracts of Borrower.


 


(b)          No
Third Party Beneficiaries.


 


No creditor of any
party to this Loan Agreement and no other person shall be a third party beneficiary of this Loan Agreement or any other Loan Document
or any account created or contemplated under this Loan Agreement or any other Loan Document. Nothing contained in this Loan Agreement
shall be deemed or construed to create an obligation on the part of Lender to any third party nor shall any third party have a
right to enforce against Lender any right that Borrower may have under this Loan Agreement. Without limiting the foregoing:


 


(1)         any
Servicing Arrangement between Lender and any Loan Servicer shall constitute a contractual obligation of such Loan Servicer that
is independent of the obligation of Borrower for the payment of the Indebtedness;


 


(2)         Borrower
shall not be a third party beneficiary of any Servicing Arrangement; and


 


(3)         no
payment by the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness.


 


Section
15.07         Severability; Entire Agreement; Amendments.


 


The invalidity or unenforceability
of any provision of this Loan Agreement or any other Loan Document shall not affect the validity or enforceability of any other
provision of this Loan Agreement or of any other Loan Document, all of which shall remain in full force and effect, including the
Guaranty. This Loan Agreement contains the complete and entire agreement among the parties as to the matters covered, rights granted
and the obligations assumed in this Loan Agreement. This Loan Agreement may not be amended or modified except by written agreement
signed by the parties hereto.


 


Section
15.08         Construction.


 


(a)          The
captions and headings of the sections of this Loan Agreement and the Loan Documents are for convenience only and shall be disregarded
in construing this Loan Agreement and the Loan Documents.


 


(b)          Any
reference in this Loan Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article”
shall, unless otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this
Loan Agreement or to a Section or Article of this Loan Agreement.


 


(c)          Any
reference in this Loan Agreement to a statute or regulation shall be construed as referring to that statute or regulation as amended
from time to time.


 


(d)          Use
of the singular in this Loan Agreement includes the plural and use of the plural includes the singular.


 


(e)          As
used in this Loan Agreement, the term “including” means “including, but not limited to” or “including,
without limitation,” and is for example only and not a limitation.


 


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(f)          Whenever
Borrower’s knowledge is implicated in this Loan Agreement or the phrase “to Borrower’s knowledge” or a
similar phrase is used in this Loan Agreement, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the
best of Borrower’s knowledge after reasonable and diligent inquiry and investigation.


 


(g)          Unless
otherwise provided in this Loan Agreement, if Lender’s approval is required for any matter hereunder, such approval may be
granted or withheld in Lender’s sole and absolute discretion.


 


(h)          Unless
otherwise provided in this Loan Agreement, if Lender’s designation, determination, selection, estimate, action or decision
is required, permitted or contemplated hereunder, such designation, determination, selection, estimate, action or decision shall
be made in Lender’s sole and absolute discretion.


 


(i)          All
references in this Loan Agreement to a separate instrument or agreement shall include such instrument or agreement as the same
may be amended or supplemented from time to time pursuant to the applicable provisions thereof.


 


(j)          “Lender
may” shall mean at Lender’s discretion, but shall not be an obligation.


 


(k)          Any
act or action required to be performed by Borrower with respect to the management or operation of the Mortgaged Property, including
any licensing or insurance requirements, under this Loan Agreement shall be interpreted as requiring Borrower either to perform
such act or action directly or to cause a Property Operator or other appropriate agent to perform such act or action. Any act or
action that Borrower is prohibited from performing with respect to the management or operation of the Mortgaged Property, including
any licensing or insurance requirements, under this Loan Agreement shall be interpreted as prohibiting Borrower from performing
such act or action and prohibiting Property Operator or other appropriate agent from performing such act or action.


 


(l)          Any
references in this Loan Agreement to a Senior Housing Facility shall refer to the Mortgaged Property identified on the Summary
of Loan Terms including its property type and licensing designation.


 


Section
15.09         Mortgage Loan Servicing.


 


All actions regarding
the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of notice, inspections of the
Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan Servicer
unless Borrower receives notice to the contrary. If Borrower receives conflicting notices regarding the identity of the Loan Servicer
or any other subject, any such notice from Lender shall govern. The Loan Servicer may change from time to time (whether related
or unrelated to a sale of the Mortgage Loan). If there is a change of the Loan Servicer, Borrower will be given notice of the change.


 


Section
15.10         Disclosure of Information.


 


Lender may furnish
information regarding Borrower, Key Principal or Guarantor or the Mortgaged Property to third parties with an existing or prospective
interest in the servicing, enforcement, evaluation, performance, purchase or securitization of the Mortgage Loan, including trustees,
master servicers, special servicers, rating agencies and organizations maintaining databases on the underwriting and performance
of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such
disclosure, including any right of privacy.


 


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Section
15.11         Waiver; Conflict.


 


No specific waiver
of any of the terms of this Loan Agreement shall be considered as a general waiver. If any provision of this Loan Agreement is
in conflict with any provision of any other Loan Document, the provision contained in this Loan Agreement shall control.


 


Section
15.12         Determinations by Lender.


 


In any instance in
this Loan Agreement where the consent or approval of Lender may be given or is required, or where any determination, judgment or
decision is to be rendered by Lender under this Loan Agreement, except as otherwise provided herein, the granting, withholding
or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised
by Lender (or its designated representative) at its discretion.


 


Section
15.13         Subrogation.


 


If, and to the extent
that, the proceeds of the Mortgage Loan are used to pay, satisfy or discharge any obligation of Borrower for the payment of money
that is secured by a pre-existing mortgage, deed of trust or other lien encumbering the Mortgaged Property, such Mortgage Loan
proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and Lender shall automatically, and without
further action on its part, be subrogated to the rights, including lien priority, of the owner or holder of the obligation secured
by such prior lien, whether or not such prior lien is released.


 


Section
15.14         Counting of Days.


 


Except where otherwise
specifically provided, any reference in this Loan Agreement to a period of “days” means calendar days, not Business
Days. If the date on which Borrower is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower
shall be required to perform such obligation by the Business Day immediately preceding such date; provided, however,
in respect of any Payment Date, or if the Maturity Date is other than a Business Day, Borrower shall be obligated to make such
payment by the Business Day immediately following such date.


 


Section
15.15         Revival and Reinstatement of Indebtedness.


 


If the payment of all
or any part of the Indebtedness by Borrower, Key Principal or any Guarantor or the transfer to Lender of any collateral or other
property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’
rights, including provisions of the Insolvency Laws relating to a Voidable Transfer, and if Lender is required to repay or restore,
in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the amount of such Voidable
Transfer or the amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable
costs, expenses and attorneys’ fees incurred by Lender in connection therewith, and the Indebtedness shall automatically
shall be revived, reinstated and restored by such amount and shall exist as though such Voidable Transfer had never been made.


 


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Section
15.16         Time is of the Essence.


 


Borrower agrees that,
with respect to each and every obligation and covenant contained in this Loan Agreement and the other Loan Documents, time is of
the essence.


 


Section
15.17         Final Agreement.


 


THIS LOAN AGREEMENT
ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements, understandings, representations and statements, oral
or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents and
any of their provisions may not be waived, modified, amended, discharged or terminated except by an agreement in writing signed
by the party against which the enforcement of the waiver, modification, amendment, discharge or termination is sought, and then
only to the extent set forth in that agreement.


 


Section
15.18         WAIVER OF TRIAL BY JURY.


 


TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT
TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER
AND LENDER, THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE
EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


IN WITNESS WHEREOF,
Borrower and Lender have signed and delivered this Loan Agreement under seal (where applicable) or have caused this Loan Agreement
to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides,
Borrower and Lender intend that this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument.


 


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	 	BORROWER:
	 	 
	 	FORESTVIEW MANOR, LLC, a Delaware
	 	limited liability company
	 	 
	 	By:	Sentio Healthcare Properties, Inc., a Maryland corporation, its sole manager
	 	 
	 	 	By:	 
	 	 	Sharon C. Kaiser
	 	 	Chief Financial Officer


 


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	 	LENDER:
	 	 
	 	KEYCORP REAL ESTATE CAPITAL
	 	MARKETS, INC., an Ohio corporation
	 	 
	 	By:	 
	 	 	Crystal L. Williams
	 	 	Vice President


 


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SCHEDULE 1


TO MULTIFAMILY LOAN AND SECURITY
AGREEMENT


 


Definitions Schedule


(Interest Rate Type – Fixed Rate)


(Seniors Housing)


 


Capitalized terms used
in the Loan Agreement have the meanings given to such terms in this Definitions Schedule.


 


“Accounts” has the meaning
set forth in the Security Instrument.


 


“Accrued Interest” means
unpaid interest, if any, on the Mortgage Loan that has not been added to the unpaid principal balance of the Mortgage Loan pursuant
to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement.


 


“Additional Lender Repairs”
means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that are determined advisable
by Lender to keep the Mortgaged Property in good order and repair and in good marketable condition or to prevent deterioration
of the Mortgaged Property.


 


“Additional Lender Replacements”
means replacements of the type listed on the Required Replacement Schedule but not otherwise identified thereon that are determined
advisable by Lender to keep the Mortgaged Property in good order and repair and in good marketable condition or to prevent deterioration
of the Mortgaged Property.


 


“Affiliated Property Operator”
means any Property Operator that is a Borrower Affiliate.


 


“Amortization Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Amortization Type”
has the meaning set forth in the Summary of Loan Terms.


 


“Bank Secrecy Act” means
the Bank Secrecy Act of 1970, as amended (e.g., 31 U.S.C. Sections 5311-5330).


 


“Bankruptcy Event” means
any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower;


 


(b)          the
acknowledgment in writing by Borrower (other than to Lender in connection with a workout) that it is unable to pay its debts
generally as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Borrower;


 


(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or


 


(e)          the
appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower
or any substantial part of the assets of Borrower; 


 


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 provided, however, that any proceeding or case under (d) or (e) above shall
not be a Bankruptcy Event until the ninetieth (90th) day after filing (if not earlier dismissed) so long as such proceeding
or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, Principal or
any Borrower Affiliate (in which event such case or proceeding shall be a Bankruptcy Event immediately).


 


“Borrower” means, individually
(and jointly and severally (solidarily instead for purposes of Louisiana law) if more than one), the entity (or entities) identified
as “Borrower” in the first paragraph of the Loan Agreement.


 


“Borrower Affiliate”
means, as to Borrower, Guarantor or Key Principal or Affiliated Property Operator:


 


(a)          any
entity that directly or indirectly owns, controls or holds with power to vote, twenty percent (20%) or more of the outstanding
voting securities of Borrower, Guarantor or Key Principal or Affiliated Property Operator;


 


(b)          any
entity in which Borrower, Guarantor or Key Principal or Affiliated Property Operator directly or indirectly owns, controls or holds
with the power to vote, twenty percent (20%) or more of the outstanding voting securities of such entity;


 


(c)          any
entity controlled by or under common control with, or which controls Borrower, Guarantor or Key Principal or Affiliated Property
Operator (the term “control” for these purposes means the ability, whether by the ownership of shares or other equity
interests, by contract or otherwise, to elect a majority of the directors of a corporation, to make management decisions on behalf
of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and
then select a majority of those individuals exercising managerial authority over an entity, and control shall be conclusively presumed
in the case of the ownership of fifty percent (50%) or more of the equity interests);


 


(d)          any
partner, manager, member or shareholder of Borrower, Guarantor or Key Principal or Affiliated Property Operator; or


 


(e)          any
other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal
or Affiliated Property Operator.


 


“Borrower Requested Repairs”
means repairs not listed on the Required Repair Schedule requested by Borrower to be reimbursed from the Repairs Escrow Account.


 


“Borrower Requested Replacements”
means replacements not listed on the Required Replacement Schedule requested by Borrower to be reimbursed from the Replacement
Reserve Account.


 


“Borrower’s General Business
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Borrower’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Business Day” means
any day other than Saturday, Sunday or any other day on which Lender is not open for business.


 


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“Collateral Account Funds”
means, collectively, the funds on deposit in any or all of the Collateral Accounts, including the Reserve/Escrow Account Funds.


 


“Collateral Accounts”
means any account designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to this Loan Agreement,
including the Reserve/Escrow Account.


 


“Collateral Agreement”
means any separate agreement between Borrower and Lender for the establishment of any other fund, reserve or account.


 


“Completion Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Condemnation Action”
has the meaning set forth in the Security Instrument.


 


“Contract(s)” means
any contract or other agreement for the provision of goods or services at or otherwise in connection with the operation, use or
maintenance of the Mortgaged Property, excluding the Management Agreement, if any, and including cash deposited to secure performance
by parties of their obligations.


 


“Controlling Interest”
means:


 


(a)          with
respect to any entity, the following:


 


(1)         if
such entity is a general partnership or a joint venture, fifty-one percent (51%) of all general partnership or joint venture
interests in such entity;


 


(2)         if
such entity is a limited partnership:


 


(A)         any
general partnership interest; or


 


(B)         fifty-one
percent (51%) of all limited partnership interests in such entity;


 


(3)         if
such entity is a limited liability company or a limited liability partnership:


 


(A)         fifty-one
percent (51%) of all membership or other ownership interests in such entity;


 


(B)         the
amount of membership or ownership interests sufficient to have the power to appoint or change any manager; or


 


(C)         the
interest of any manager;


 


(4)         if
such entity is a corporation (other than a Publicly-Held Corporation) with only one class of voting stock, fifty-one percent (51%)
of voting stock in such corporation;


 


(5)         if
such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares
of voting stock sufficient to have the power to elect the majority of directors of such corporation;


 


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(6)         if
such entity is a trust (other than a land trust or a Publicly-Held Trust), the trustee of such trust or the ability to remove,
appoint or substitute the trustee of such trust (unless the trustee of such trust after such removal, appointment or substitution
is a trustee identified in the trust agreement approved by Lender); or


 


(b)          the
power or right in any agreement (including provisions contained in the organizational and/or governing documents of Borrower, Guarantor
or Key Principal) to control or otherwise limit or modify, directly or indirectly, the management and operations of Borrower, Guarantor
or Key Principal, including the power to:


 


(1)         cause
a change in or replacement of the Person that controls the management and operations of Borrower, Guarantor or Key Principal; or


 


(2)         limit
or otherwise modify the extent of such Person’s control over the management and operations of Borrower, Guarantor or Key
Principal.


 


“Credit Score” means
a numerical value or a categorization derived from a statistical tool or modeling system used to measure credit risk and predict
the likelihood of certain credit behaviors, including default.


 


“Debt Service Amounts”
means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement, the Note, the Security Instrument
or any other Loan Document.


 


“Default Rate” means
an interest rate equal to the lesser of:


 


(a)          the
sum of the Interest Rate plus four (4) percentage points; or


 


(b)          the
maximum interest rate which may be collected from Borrower under applicable law.


 


“Definitions Schedule”
means this Schedule 1 (Definitions Schedule) to the Loan Agreement.


 


“Depositary Agreement”
means, if any, that certain Depositary Agreement among Borrower, Lender, an applicable Property Operator and a depositary bank
executed in connection with the Mortgage Loan.


 


“Effective Date” has
the meaning set forth in the Summary of Loan Terms.


 


“Employee Benefit Plan”
has the meaning as defined in Section 3(3) of ERISA.


 


“Enforcement Costs”
has the meaning set forth in the Security Instrument.


 


“Environmental Indemnity Agreement”
means that certain Environmental Indemnity Agreement dated as of the Effective Date made by Borrower to and for the benefit of
Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.


 


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


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


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“Event of Default” means
the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement.


 


“Exceptions to Representations
and Warranties” means the exceptions to Borrower’s representations and warranties set forth on Schedule 7
(Exceptions to Representations and Warranties Schedule) to the Loan Agreement.


 


“Facility Operating Agreement”
means, individually and collectively, any of an Operating Lease, Sublease, Management Agreement or any other agreement setting
forth the responsibilities for the operation, management, maintenance or administration of the Mortgaged Property as a Seniors
Housing Facility.


 


“First Payment Date”
has the meaning set forth in the Summary of Loan Terms.


 


“First Principal and Interest
Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.


 


“Fixed Rate” has the
meaning set forth in the Summary of Loan Terms.


 


“Fixtures” has the meaning
set forth in the Security Instrument.


 


“Foreclosure Event”
means:


 


(a)          foreclosure
under the Security Instrument;


 


(b)          any
other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency
Laws) as holder of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or
a third party purchaser becomes owner of the Mortgaged Property;


 


(c)          delivery
by Borrower to Lender (or its designee or nominee) of a deed or other conveyance of Borrower’s interest in the Mortgaged
Property in lieu of any of the foregoing; or


 


(d)          in
Louisiana, any dation en paiement.


 


“Governmental Authority”
means any board, commission, department or body of any municipal, county, state or federal governmental unit, or any subdivision
of any of them, that has or acquires jurisdiction over Borrower or the Mortgaged Property or the use, operation or improvement
of the Mortgaged Property.


 


“Guarantor” means any
guarantor of the Indebtedness or any other obligation of Borrower under any Loan Document.


 


“Guarantor Bankruptcy Event”
means any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Guarantor;


 


(b)          the
acknowledgment in writing by Guarantor (other than to Lender in connection with a workout) that it is unable to pay its
debts generally as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by Guarantor;


 


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(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Guarantor;
or


 


(e)          the
appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor
or any substantial part of the assets of Guarantor, as applicable;


 


provided, however, that any proceeding
or case under (d) or (e) above shall not be a Guarantor Bankruptcy Event until the ninetieth (90th) day after filing (if not
earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower,
Guarantor, Key Principal, Principal, or any Borrower Affiliate (in which event such case or proceeding shall be a Guarantor Bankruptcy
Event immediately).


 


“Guarantor’s General Business
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Guarantor’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Guaranty” means, individually
and collectively, any Payment Guaranty, Non-Recourse Guaranty or other guaranty executed by Guarantor in connection with the Mortgage
Loan.


 


“HIPAA” means the Health
Insurance Portability and Accountability Act of 1996, as amended, and all regulations and other guidance promulgated thereunder
by the U.S. Department of Health and Human Services.


 


“HIPAA Covered Entity”
means any entity that is deemed to be a “covered entity” under HIPAA, as identified on the Summary of Loan Terms.


 


“Immediate Family Members”
means a child, grandchild, spouse, sibling, or parent, each of whom must have obtained a legal age of majority.


 


“Imposition Deposits”
has the meaning set forth in the Security Instrument.


 


“Impositions” has the
meaning set forth in the Security Instrument.


 


“Improvements” has the
meaning set forth in the Security Instrument.


 


“Indebtedness” has the
meaning set forth in the Security Instrument.


 


“Initial Replacement Reserve Deposit”
has the meaning set forth in the Summary of Loan Terms.


 


“Insolvency Laws” means
the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., together with any other federal or state law affecting
debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of
debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’
rights, as amended from time to time.


 


“Insolvent” means:


 


(a)          that
the sum total of all of a specified Person’s liabilities (whether secured or unsecured, contingent or fixed, or liquidated
or unliquidated) is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that
are available to satisfy claims of creditors; or


 


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(b)          such
Person’s inability to pay its debts as they become due.


 


“Intended Prepayment Date”
means the date upon which Borrower intends to make a prepayment on the Mortgage Loan, as set forth in the Prepayment Notice.


 


“Interest Accrual Method”
has the meaning set forth in the Summary of Loan Terms.


 


“Interest Only Term”
has the meaning set forth in the Summary of Loan Terms.


 


“Interest Rate” means
the Fixed Rate.


 


“Interest Rate Type”
has the meaning set forth in the Summary of Loan Terms.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended.


 


“Investor” means any
Person to whom Lender intends to sell, transfer, deliver or assign the Mortgage Loan in the secondary mortgage market.


 


“Key Principal” means,
collectively:


 


(a)          the
natural person(s) or entity that controls and manages Borrower that Lender determines is critical to the successful operation and
management of Borrower and the Mortgaged Property, as identified as such in the Summary of Loan Terms; or


 


(b)          any
natural person or entity who becomes a Key Principal after the date of the Loan Agreement and is identified as such in an assumption
agreement, or another amendment or supplement to the Loan Agreement.


 


“Key Principal’s General
Business Address” has the meaning set forth in the Summary of Loan Terms.


 


“Key Principal’s Notice
Address” has the meaning set forth in the Summary of Loan Terms.


 


“Land” means the land
described in Exhibit A to the Security Instrument.


 


“Last Interest Only Payment Date”
has the meaning set forth in the Summary of Loan Terms, if applicable.


 


“Late Charge” means
an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent (5%).


 


“Leases” has the meaning
set forth in the Security Instrument.


 


“Lender” means the entity
identified as “Lender” in the first paragraph of the Loan Agreement and its transferees, successors and assigns, or
any subsequent holder of the Note.


 


“Lender’s General Business
Address” has the meaning set forth in the Summary of Loan Terms.


 


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“Lender’s Notice Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Lender’s Payment Address”
has the meaning set forth in the Summary of Loan Terms.


 


“License(s)” means any
operating licenses, certificates of occupancy, health department licenses, food service licenses, certificates of need, business
licenses, permits, registrations, certificates, authorizations, approvals, and similar documents required by applicable laws and
regulations for the operation of the Mortgaged Property as a Seniors Housing Facility, including renewals, replacements and additions
to any of the foregoing.


 


“Lien” has the meaning
set forth in the Security Instrument.


 


“Loan Agreement” means
the Multifamily Loan and Security Agreement dated as of the Effective Date executed by and between Borrower and Lender to which
this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented or otherwise modified from
time to time.


 


“Loan Amount” has the
meaning set forth in the Summary of Loan Terms.


 


“Loan Application” means
the application for the Mortgage Loan submitted by Borrower to Lender.


 


“Loan Documents” means
the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement, the Guaranty, the SASA, all guaranties,
all indemnity agreements, all Collateral Agreements, all O&M Programs, and any other documents now or in the future executed
by Borrower, Guarantor, Key Principal, any guarantor or any other person in connection with the Mortgage Loan, as such documents
may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Loan Servicer” means
the entity that from time to time is designated by Lender to collect payments and deposits and receive notices under the Note,
the Loan Agreement, the Security Instrument and any other Loan Document, and otherwise to service the Mortgage Loan for the benefit
of Lender. Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender originally named on the Summary
of Loan Terms.


 


“Loan Term” has the
meaning set forth in the Summary of Loan Terms.


 


“Loan Year” has the
meaning set forth in the Summary of Loan Terms.


 


“Management Agreement”
means, if applicable, any agreement for management services as amended, restated, replaced, supplemented, or otherwise modified
from time to time, preapproved in writing by Lender, under which daily management or operation with respect to the Mortgaged Property
as a Seniors Housing Facility has been granted to any individual or entity other than Borrower.


 


“Manager” means the
Person responsible for the operation or management of the Mortgaged Property pursuant to a Management Agreement, if any.


 


“Material Commercial Lease”
means any non-Residential Lease  other than:


 


	Multifamily Loan and Security Agreement 

(Non-Recourse) (Seniors Housing)	Form 6101.FR.SRS	Page 8
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


(a)          a
non-Residential Lease that comprises less than five percent (5%) of total gross income of the Mortgaged Property on an annualized
basis, so long as the lease is not a cell tower lease or a solar (power) lease;


 


(b)          a
cable television lease, so long as the lessee is not a Borrower Affiliate, Key Principal or Guarantor;


 


(c)          storage
units leased pursuant to any Residential Lease; or


 


(d)          a
laundry lease, so long as:


 


(1)         the
lessee is not a Borrower Affiliate, Key Principal or Guarantor;


 


(2)         the
rent payable is not below-market (as determined by Lender); and


 


(3)         such
laundry lease is terminable for cause by lessor.


 


For purposes of the Loan Documents, any
Seniors Housing Facility Lease on the Mortgaged Property shall not be deemed either a “Material Commercial Lease” or
a “non-Material Commercial Lease.”


 


“Maturity Date” has
the meaning set forth in the Summary of Loan Terms.


 


“Maximum Inspection Fee”
has the meaning set forth in the Summary of Loan Terms.


 


“Maximum Repair Cost”
shall be the amount(s) set forth in the Required Repair Schedule, if any.


 


“Maximum Repair Disbursement Interval”
has the meaning set forth in the Summary of Loan Terms.


 


“Maximum Replacement Reserve Disbursement
Interval” has the meaning set forth in the Summary of Loan Terms.


 


“Medicaid” means the
medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. Secs. 1396 et seq.) and
any statutes succeeding thereto.


 


“Medicaid Participant”
means a Person that has entered into a contract to be a participating provider in the Medicaid Program, as identified on the Summary
of Loan Terms.


 


“Medicaid Program” means
the Medicaid assisted living waiver program administered by the Property Jurisdiction.


 


“Minimum Repairs Disbursement
Amount” has the meaning set forth in the Summary of Loan Terms.


 


“Minimum Replacement Reserve Disbursement
Amount” has the meaning set forth in the Summary of Loan Terms.


 


“Monthly Debt Service Payment”
has the meaning set forth in the Summary of Loan Terms.


 


	Multifamily Loan and Security Agreement

 (Non-Recourse) (Seniors Housing)	Form 6101.FR.SRS	Page 9
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


“Monthly Replacement Reserve Deposit”
has the meaning set forth in the Summary of Loan Terms.


 


“Mortgage Loan” means
the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to the Loan Agreement, evidenced
by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage Loan.


 


“Mortgaged Property”
has the meaning set forth in the Security Instrument.


 


“Multifamily Project”
has the meaning set forth in the Summary of Loan Terms.


 


“Multifamily Project Address”
has the meaning set forth in the Summary of Loan Terms.


 


“Non-Recourse Guaranty”
means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed by Guarantor to and for
the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Note” means that certain
Multifamily Note of even date herewith in the original principal amount of the stated Loan Amount made by Borrower in favor of
Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.


 


“Notice” means any notices,
requests, demands or other communications.


 


“O&M Program” has
the meaning set forth in the Environmental Indemnity Agreement.


 


“OFAC” means the United
States Treasury Department, Office of Foreign Assets Control, and any successor thereto.


 


“Operating Lease” means,
if applicable, any operating lease, master lease, or similar document as amended, restated, replaced, supplemented, or otherwise
modified from time to time, preapproved in writing by Lender, under which control of the occupancy, use, operation, management,
maintenance or administration of the Mortgaged Property as a Seniors Housing Facility has been granted by Borrower as lessor to
any Person (other than Borrower) as lessee.


 


“Operator” means the
Person responsible for the occupancy, use, operation, management, maintenance and administration of the Mortgaged Property pursuant
to an Operating Lease, if any.


 


“Payment Date” means
the First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully paid.


 


“Payment Guaranty” means,
if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as
the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Permitted Encumbrance”
has the meaning set forth in the Security Instrument.


 


“Permitted Prepayment Date”
means the last Business Day of a calendar month.


 


	Multifamily Loan and Security Agreement 

(Non-Recourse) (Seniors Housing)	Form 6101.FR.SRS	Page 10
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


“Person” means an individual,
an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental
or private).


 


“Personalty” has the
meaning set forth in the Security Instrument.


 


“Prepayment Lockout Period”
has the meaning set forth in the Summary of Loan Terms.


 


“Prepayment Notice”
means the written notice that Borrower is required to provide to Lender in accordance with Section 2.03 (Lockout/Prepayment)
of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum, the Intended Prepayment
Date.


 


“Prepayment Premium”
means the amount payable by Borrower in connection with a prepayment of the Mortgage Loan, as provided in Section 2.03 (Lockout/Prepayment)
of the Loan Agreement and calculated in accordance with the Prepayment Premium Schedule.


 


“Prepayment Premium Period End
Date” or “Yield Maintenance Period End Date” has the meaning set forth in the Summary
of Loan Terms.


 


“Prepayment Premium Period Term”
or “Yield Maintenance Period Term” has the meaning set forth in the Summary of Loan Terms.


 


“Prepayment Premium Schedule”
means that certain Schedule 4 (Prepayment Premium) to the Loan Agreement.


 


“Principal” means any
Person owning at least a twenty-five percent (25%) interest (direct or indirect) in Borrower, Guarantor or Key Principal.


 


“Privacy Laws” mean
any federal, state and local laws and regulations applicable to resident and tenant privacy, including but not limited to HIPAA.


 


“Prohibited Person”
means:


 


(a)          any
Person with whom Lender or Fannie Mae is prohibited from doing business pursuant to any law, rule, regulation, judicial proceeding
or administrative directive; or


 


(b)          any
Person identified on the United States Department of Housing and Urban Development’s “Limited Denial of Participation,
HUD Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “Excluded
Parties List System,” each of which may be amended from time to time, and any successor or replacement thereof; or


 


(c)          any
Person that is determined by Fannie Mae to pose an unacceptable credit risk due to the aggregate amount of debt of such Person
owned or held by Fannie Mae; or


 


(d)          any
Person that has caused any unsatisfactory experience of a material nature with Fannie Mae or Lender, such as a default, fraud,
intentional misrepresentation, litigation, arbitration or other similar act.


 


“Property Jurisdiction”
has the meaning set forth in the Security Instrument.


 


“Property Operator”
means individually and collectively, (a) any Operator (b) any Sublessee, and (c) any Manager.


 


	Multifamily Loan and Security Agreement 

(Non-Recourse) (Seniors Housing)	Form 6101.FR.SRS	Page 11
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


“Property Operator Bankruptcy
Event” means any one or more of the following:


 


(a)          the
commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by any Property
Operator;


 


(b)          the
acknowledgment in writing by any Property Operator that it is unable to pay its debts generally as they mature;


 


(c)          the
making of a general assignment for the benefit of creditors by any Property Operator;


 


(d)          the
commencement, filing or continuation of an involuntary case or proceeding under one or more Insolvency Laws against any Property
Operator; or


 


(e)          the
appointment of a receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over any
Property Operator or any substantial part of the assets of any Property Operator;


 


provided, however, that any proceeding
or case under (d) or (e) above shall not be a Property Operator Bankruptcy Event until the ninetieth (90th) day after filing
(if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation
of any Property Operator (in which event such case or proceeding shall be a Property Operator Bankruptcy Event immediately).


 


“Property Square Footage”
has the meaning set forth in the Summary of Loan Terms.


 


“Publicly-Held Corporation”
means a corporation, the outstanding voting stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange
Act of 1934, as amended.


 


“Publicly-Held Trust”
means a real estate investment trust the outstanding voting shares or beneficial interests of which are registered under Sections 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended.


 


“Remedial Work” means,
in connection with the Mortgaged Property, any investigation, site monitoring, containment, clean-up, restoration or other remedial
work necessary to comply with any Environmental Law or order of any Governmental Authority.


 


“Rents” has the meaning
set forth in the Security Instrument.


 


“Repair Threshold” has
the meaning set forth in the Summary of Loan Terms.


 


“Repairs” means, individually
and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender Repairs.


 


“Repairs Escrow Account”
means the account established by Lender into which the Repairs Escrow Deposit is deposited to fund the Repairs.


 


“Repairs Escrow Account Administrative
Fee” has the meaning set forth in the Summary of Loan Terms.


 


“Repairs Escrow Deposit”
has the meaning set forth in the Summary of Loan Terms.


 


	Multifamily Loan and Security Agreement 

(Non-Recourse) (Seniors Housing)	Form 6101.FR.SRS	Page 12
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    






 


“Replacement Reserve Account”
means the account established by Lender into which the Replacement Reserve Deposits are deposited to fund the Replacements.


 


“Replacement Reserve Account Administration
Fee” has the meaning set forth in the Summary of Loan Terms.


 


“Replacement Reserve Account Interest
Disbursement Frequency” has the meaning set forth in the Summary of Loan Terms.


 


“Replacement Reserve Deposits”
means the Initial Replacement Reserve Deposit, Monthly Replacement Reserve Deposits and any other deposits to the Replacement Reserve
Account required by the Loan Agreement.


 


“Replacement Threshold”
has the meaning set forth in the Summary of Loan Terms.


 


“Replacements” means,
individually and collectively, the Required Replacements, Borrower Requested Replacements and Additional Lender Replacements.


 


“Required Repair Schedule”
means that certain Schedule 6 (Required Repairs) to the Loan Agreement.


 


“Required Repairs” means
those items listed on the Required Repair Schedule.


 


“Required Replacement Schedule”
means that certain Schedule 5 (Required Replacements) to the Loan Agreement.


 


“Required Replacements”
means those items listed on the Required Replacement Schedule.


 


“Reserve/Escrow Account Funds”
means, collectively, the funds on deposit in the Reserve/Escrow Accounts.


 


“Reserve/Escrow Accounts”
means, together, the Replacement Reserve Account and the Repairs Escrow Account.


 


“Residential Lease”
means a leasehold interest in an individual dwelling unit and shall not include any master lease.


 


“Restoration” means
restoring and repairing the Mortgaged Property to the equivalent of its original economic and physical condition or to a condition
approved by Lender following a casualty.


 


“Review Fee” means the
non-refundable fee of Three Thousand Dollars ($3,000) payable to Lender in connection with a Transfer for which Lender’s
consent is required (including any assumption of the Mortgage Loan).


 


“SASA” means a Subordination,
Assignment and Security Agreement in a form approved by Lender affecting the Mortgaged Property executed and delivered by Borrower
and any Property Operator as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.


 


“Schedule of Interest Rate Type
Provisions” means that certain Schedule 3 (Schedule of Interest Rate Type Provisions) to the Loan Agreement.


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6101.FR.SRS	Page 13
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


“Security Instrument”
means that certain multifamily mortgage, deed to secure debt or deed of trust executed and delivered by Borrower as security for
the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached thereto, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Seniors Housing Facility”
means a residential housing facility which qualifies as “housing for older persons” under the Fair Housing Amendments
Act of 1988 and the Housing for Older Persons Act of 1995, and as the date of this Loan Agreement, is comprised of and licensed
for use as identified on the Summary of Loan Terms.


 


“Seniors Housing Facility Lease”
means, individually and together, any Operating Lease or Sublease.


 


“Seniors Housing Facility Licensing
Designation” means the licensing designation, if applicable, for the Seniors Housing Facility as set forth on the Summary
of Loan Terms.


 


“Servicing Arrangement”
means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement of funds.


 


“Sublease” means, if
applicable, any sublease or similar document as amended, restated, replaced, supplemented or otherwise modified from time to time,
preapproved in writing by Lender, pursuant to which control of the occupancy, use, operation, maintenance and administration of
the Mortgaged Property as a Seniors Housing Facility has been granted by an Operator as sub-lessor to any Person (other than Borrower
or Operator) as Sublessee.


 


“Sublessee” means the
Person responsible for the operation and management of the Mortgaged Property pursuant to any Sublease.


 


“Summary of Loan Terms”
means that certain Schedule 2 (Summary of Loan Terms) to the Loan Agreement.


 


“Taxes” has the meaning
set forth in the Security Instrument.


 


“Third Party Payments”
means all payments and the rights to receive such payments from Medicaid or other federal, state or local programs, boards, bureaus
or agencies, and from residents, private insurers or others.


 


“Title Policy” means
the mortgagee’s loan policy of title insurance issued in connection with the Mortgage Loan and insuring the lien of the Security
Instrument as set forth therein, as approved by Lender.


 


“Total Parking Spaces”
has the meaning set forth in the Summary of Loan Terms.


 


“Total Residential Units”
has the meaning set forth in the Summary of Loan Terms.


 


“Transfer” means:


 


(a)          a
sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law);


 


(b)          a
granting, pledging, creating or attachment of a lien, encumbrance or security interest (whether voluntary, involuntary, or by operation
of law);


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6101.FR.SRS	Page 14
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


(c)          an
issuance or other creation of a direct or indirect ownership interest;


 


(d)          a
withdrawal, retirement, removal or involuntary resignation of any owner or manager of a legal entity; or


 


(e)          a
merger, consolidation, dissolution or liquidation of a legal entity.


 


“Transfer Fee” means
a fee equal to one percent (1%) of the unpaid principal balance of the Mortgage Loan payable to Lender in connection with
a Transfer of the Mortgaged Property or of an ownership interest in Borrower, Guarantor or Key Principal for which Lender’s
consent is required (including in connection with an assumption of the Mortgage Loan).


 


“UCC” has the meaning
set forth in the Security Instrument.


 


“UCC Collateral” has
the meaning set forth in the Security Instrument.


 


“Voidable Transfer”
means any fraudulent conveyance, preference or other voidable or recoverable payment of money or transfer of property.


 


“Yield Maintenance Period End
Date” or “Prepayment Premium Period End Date” has the meaning set forth in the Summary
of Loan Terms.


 


“Yield Maintenance Period Term”
or “Prepayment Premium Period Term” has the meaning set forth in the Summary of Loan Terms.


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6101.FR.SRS	Page 15
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6101.FR.SRS	Page 16
	Schedule 1	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


SCHEDULE 2


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


(Seniors Housing)


 


Summary of Loan Terms


(Interest Rate Type - Fixed Rate)


 


	I.           GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION
	 
	Borrower	FORESTVIEW MANOR, LLC, a Delaware limited liability company
	 	 
	Lender	KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation
	 	 
	Key Principal	Sentio Healthcare Properties, Inc.
	 	 
	Guarantor	Sentio Healthcare Properties, Inc.
	 	 
	Multifamily Project	Forestview Manor
	 	 
	Type of Property	Assisted Living, Alzheimer’s/Dementia Care
	 	 
	Seniors Housing Facility Licensing Designation	Supported Residential Care Facility
	 	 
	 	Borrower	 ̈  Yes	x No
	HIPAA Covered Entity	Operator	 ̈  Yes	x No
	 	Manager	 ̈  Yes	x No
	 	 	 	 
	 	Borrower	 ̈  Yes	x No
	Medicaid Participant	Operator	 ̈  Yes	x No
	 	Manager	 ̈  Yes	x No
	 	 	 	 
	ADDRESSES
	 
	Borrower’s General Business Address	c/o Sentio Healthcare Properties, Inc. 

189 South Orange Avenue, Suite 1700 

Orlando, Florida 32801
	 	 
	Borrower’s Notice Address	
        c/o Sentio
        Healthcare Properties, Inc.

        189 South Orange Avenue, Suite 1700

        Orlando, Florida 32801

        Email:    kthomas@sentioinvestments.com

        JMRamsey@sentioinvestments.com

        skaiser@sentioinvestments.com

	 	 	 	 	 





	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 1
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	Multifamily Project Address	153 Parade Road
 Meredith, New Hampshire 03253
	 	 
	Multifamily Project County	Belknap County
	 	 
	Key Principal’s General Business Address	189 South Orange Avenue, Suite 1700
 Orlando, Florida 32801
	 	 
	Key Principal’s Notice Address	
        189 South Orange Avenue, Suite 1700

        Orlando, Florida 32801

        Email:    kthomas@sentioinvestments.com

        JMRamsey@sentioinvestments.com

        skaiser@sentioinvestments.com

	 	 
	Guarantor’s General Business Address	189 South Orange Avenue, Suite 1700
 Orlando, Florida 32801
	 	 
	Guarantor’s Notice Address	
        189 South Orange Avenue, Suite 1700

        Orlando, Florida 32801

        Email:    kthomas@sentioinvestments.com

        JMRamsey@sentioinvestments.com

        skaiser@sentioinvestments.com

	 	 
	Lender’s General Business Address	c/o KeyBank, NA
 127 Public Square
 Cleveland, Ohio 44114
	 	 
	Lender’s Notice Address	c/o KeyBank Real Estate Capital - Servicing Dept.
 11501 Outlook Street, Suite 300
 Overland Park, Kansas 66211
 Mailcode:  KS-01-11-0501
 Attention:  Servicing Manager
 gina.sullivan@keybank.com
	 	 
	Lender’s Payment Address	c/o KeyBank Real Estate Capital
 Post Office Box 145404
 Cincinnati, Ohio 45250
	 	 
	Manager’s General Business Address	Post Office Box 132
 Woodbine, Maryland 21797
	 	 
	Manager’s Notice Address	Post Office Box 132
 Woodbine, Maryland 21797
 Email:  woodbineseniorliving@earthlink.net
	 	 
	Operator’s General Business Address	c/o Sentio Healthcare Properties, Inc. 

189 South Orange Avenue, Suite 1700 

Orlando, Florida 32801


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 2
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	Operator’s Notice Address	c/o Sentio Healthcare Properties, Inc. 

189 South Orange Avenue, Suite 1700 

Orlando, Florida 32801 

Email:   kthomas@sentioinvestments.com

              JMRamsey@sentioinvestments.com

              skaiser@sentioinvestments.com


 


	II.          MULTIFAMILY PROJECT INFORMATION
	 
	Property Square Footage	664,725.6
	 	 
	Total Parking Spaces	41
	 	 
	Total Residential Units 	Independent Living

Assisted Living

Alzheimer’s

Dementia Care	0 units

20 units

49 units

0 units


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 3
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	III.         MORTGAGE LOAN INFORMATION
	 
	Amortization Period	360 months
	 	 
	 	x  Amortizing
	Amortization Type	 ̈  Full
    Term Interest Only
	 	 ̈  Partial
    Interest Only
	 	 
	Effective Date	As of June 11, 2012
	 	 
	First Payment Date	August 1, 2012
	 	 
	Fixed Rate	4.45%
	 	 
	
        Interest Accrual Method
	 ̈       30/360
    (computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) thirty (30) day months).

    or

    x       Actual/360 (computed
    on the basis of a three hundred sixty (360) day year and the actual number of calendar days during the applicable month,
    calculated by multiplying the unpaid principal balance of the Mortgage Loan by the Interest Rate, dividing the product by
    three hundred sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable
    month).
	 	 
	Interest Only Term	0 months
	 	 
	Interest Rate	The Fixed Rate
	 	 
	Interest Rate Type	Fixed Rate
	 	 
	Loan Amount	$8,775,000.00
	 	 
	Loan Term	84 months
	 	 
	Loan Year	The period beginning on the Effective Date and ending on the last day of June, 2013, and each successive twelve (12) month period thereafter.


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 4
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	Maturity Date	The first day of July, 2019, or any earlier date on which the unpaid principal balance of the Mortgage Loan becomes due and payable by acceleration or otherwise.
	 	 
	Monthly Debt Service Payment	$44,201.32
	 	 
	Prepayment Lockout Period	0 year(s) from the Effective Date


 


	IV.          YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION
	 
	Yield Maintenance Period End Date	 
	 	 
	or	The last day of December, 2018
	 	 
	Prepayment Premium Period End Date	 
	 	 
	Yield Maintenance Period Term	 
	 	 
	or	78 months
	 	 
	Prepayment Premium Period Term	 


 


	V.          RESERVE INFORMATION
	 
	Completion Period	Within six (6) months after the Effective Date or as otherwise shown on the Required Repair Schedule.
	 	 
	Initial Replacement Reserve Deposit	$0.00
	 	 
	Maximum Inspection Fee	$750.00
	 	 
	Maximum Repair Disbursement Interval	One time per calendar quarter
	 	 
	Maximum Replacement Reserve Disbursement Interval	One time per calendar quarter
	 	 
	Minimum Repairs Disbursement Amount	$7,500.00
	 	 
	Minimum Replacement Reserve Disbursement Amount	$7,500.00


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 5
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	Monthly Replacement Reserve Deposit	$1,725.00
	 	 
	Repair Threshold	$50,000.00
	 	 
	Repairs Escrow Account Administrative Fee	$1,000.00, payable one time
	 	 
	Repairs Escrow Deposit	$0.00
	 	 
	Replacement Reserve Account Administration Fee	$1,000.00, payable one time
	 	 
	Replacement Reserve Account Interest Disbursement Frequency	Annually
	 	 
	Replacement Threshold	$50,000.00


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 6
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6102.FR.SRS	Page 7
	Schedule 2	07-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


SCHEDULE 3


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Schedule of Interest Rate Type Provisions


(Fixed Rate)


		1.	Defined Terms.



 


Capitalized terms not
otherwise defined in this Schedule have the meanings given to such terms in the Definitions Schedule to the Loan Agreement.


 


		2.	Interest Accrual.



 


Except as otherwise
provided in the Loan Agreement, interest shall accrue at the Interest Rate until fully paid.


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 1
	Schedule 3	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 2
	Schedule 3	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


SCHEDULE 4


TO MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Prepayment Premium Schedule


(Standard Yield Maintenance – Fixed
Rate)


 


		1.	Defined Terms.



 


All capitalized terms
used but not defined in this Prepayment Premium Schedule shall have the meanings assigned to them in the Loan Agreement.


 


		2.	Prepayment Premium.



 


Any Prepayment Premium
payable under Section 2.03 (Lockout/Prepayment) of the Loan Agreement shall be computed as follows:


 


(a)          If
the prepayment is made at any time after the Effective Date and before the Yield Maintenance Period End Date, the Prepayment Premium
shall be the greater of:


 


(1)         one
percent (1%) of the amount of principal being prepaid; or


 


(2)         the
product obtained by multiplying:


 


(i)          the
amount of principal being prepaid,


 


by


 


(ii)         the
difference obtained by subtracting from the Fixed Rate on the Mortgage Loan, the Yield Rate (as defined below) on the twenty-fifth (25th)
Business Day preceding (i) the Intended Prepayment Date, or (ii) the date Lender accelerates the Mortgage Loan or otherwise
accepts a prepayment pursuant to Section 2.03(d) (Application of Collateral) of the Loan Agreement,


 


by


 


(iii)        the
present value factor calculated using the following formula:


 





	1 - (1 + r)-n/12
	r




 


		[r =	Yield Rate



 


		n =	the number of months remaining between (i) either
of the following: (x) in the case of a voluntary prepayment, the last day of the month in which the prepayment is made, or
(y) in any other case, the date on which Lender accelerates the unpaid principal balance of the Mortgage Loan and (ii) the
Yield Maintenance Period End Date.



 


For purposes of this clause (ii),
the “Yield Rate” means the yield calculated by interpolating the yields for the immediately shorter and longer
term U.S. “Treasury constant maturities” (as reported in the Federal Reserve Statistical Release H.15 Selected Interest
Rates (the “Fed Release”) under the heading “U.S. government securities”) closest to the remaining
term of the Yield Maintenance Period Term, as follows (rounded to three (3) decimal places):


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 1
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		a =	the yield for the longer U.S. Treasury constant maturity



 


		b =	the yield for the shorter U.S. Treasury constant maturity



 


		x =	the term of the longer U.S. Treasury constant maturity



 


		y =	the term of the shorter U.S. Treasury constant maturity



 


		z =	“n” (as defined in the present value factor
calculation above) divided by twelve (12).



 


Notwithstanding any provision
to the contrary, if “z” equals a term reported under the U.S. “Treasury constant maturities” subheading
in the Fed Release, the yield for such term shall be used, and interpolation shall not be necessary. If publication of the Fed
Release is discontinued by the Federal Reserve Board, Lender shall determine the Yield Rate from another source selected by Lender.
Any determination of the Yield Rate by Lender will be binding absent manifest error.]


 


(b)          If
the prepayment is made on or after the Yield Maintenance Period End Date but before the last calendar day of the fourth (4th)
month prior to the month in which the Maturity Date occurs, the Prepayment Premium shall be one percent (1%) of the amount
of principal being prepaid.


 


(c)          Notwithstanding
the provisions of Section 2.03 (Lockout/Prepayment) of the Loan Agreement, no Prepayment Premium shall be payable with respect
to any prepayment made on or after the last calendar day of the fourth (4th) month prior to the month in which the Maturity
Date occurs.


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 2
	Schedule 4	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 2
	Schedule 4	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


SCHEDULE 5 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Required Replacement Schedule


 


		·	Asphalt pavement - seal coat & stripe



		·	Bldg exterior: clean, caulk/seal, tuck-point, maintain



		·	Roof replacement - Building 1



		·	Roof replacement - Building 2



		·	Packaged HVAC: Bldg 1 & Bldg 2



		·	Condensing unit replacements



		·	Water heater replacement



		·	Common area hallway flooring



		·	Common area FF&E



		·	Commercial kitchen equipment



		·	Unit carpeting



		·	Unit vinyl flooring



		·	Washer



		·	Dryer



 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 1
	Schedule 5	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 2
	Schedule 5	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


SCHEDULE 6 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Required Repair Schedule


 


	Repair Description	 	Estimated Cost	 	 	Maximum Repair
 Cost	 	 	Completion Date
	Repair, crack seal, seal coat, restripe parking areas	 	$	4,450.00	 	 	$	4,450.00	 	 	6 months
	Replace rotted wood window	 	 	1,000.00	 	 	 	1,000.00	 	 	6 months
	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	$	5,450.00	 	 	$	5,450.00	 	 	 
	 	 	 	(WAIVED)	 	 	 	(WAIVED)	 	 	 



 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 1
	Schedule 6	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 2
	Schedule 6	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


SCHEDULE 7 TO


MULTIFAMILY LOAN AND SECURITY AGREEMENT


 


Exceptions to Representations
and Warranties Schedule


 


NONE


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 1
	Schedule 7	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower’s Initials	 


 


	
        Multifamily Loan and Security Agreement

        (Non-Recourse) (Seniors Housing)
	Form 6001.NR.SRS	Page 2
	Schedule 7	04-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


EXHIBIT 1


 


MODIFICATIONS TO MULTIFAMILY LOAN AND
SECURITY AGREEMENT


(Cross-Default and Cross-Collateralization:
Multi-Note)


 


The foregoing Loan
Agreement is hereby modified as follows:


 


1.          Capitalized
terms used and not specifically defined herein have the meanings given to such terms in the Loan Agreement.


 


2.          The
Definitions Schedule is hereby amended by adding the following new definitions in the appropriate alphabetical order:


 


“Borrower Projects”
has the meaning set forth in the Security Instrument.


 


“Other Loan”
has the meaning set forth in the Security Instrument.


 


“Other Loan Documents”
has the meaning set forth in the Security Instrument.


 


“Other Security Instrument”
has the meaning set forth in the Security Instrument.


 


3.          Section 4.01(h)
(Borrower Status – Representations and Warranties – Borrower Single Asset Status) of the Loan Agreement is hereby deleted
and restated in its entirety to read as follows:


 


(h)          Borrower
Single Asset Status


 


Borrower:


 


(1)         does
not own any real property, personal property, or assets other than the Borrower Projects and assets (such as accounts) related
to the operation and maintenance of the Borrower Projects;


 


(2)         does
not own, operate or participate in any business other than the management and operation of the Borrower Projects;


 


(3)         has
no material financial obligation under any indenture, mortgage, deed of trust, deed to secure debt, loan agreement or other agreement
or instrument to which Borrower is a party or by which Borrower or the Borrower Projects are otherwise bound, other than unsecured
obligations incurred in the ordinary course of the operation of the Borrower Projects and obligations under the Loan Documents
and obligations secured by the Borrower Projects to the extent permitted by the Loan Documents;


 


(4)         has
accurately maintained its financial statements, accounting records and other partnership, real estate investment trust, limited
liability company or corporate documents, as the case may be, separate from those of any other Person;


 


(5)         has
not commingled its assets or funds with those of any other Person;


 


	
        Modifications to Multifamily Loan and

        Security Agreement (Cross-Default and

        Cross-Collateralization: Multi Note)
	Form 6203	Page 1
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(6)         has,
as of the date hereof only, been adequately capitalized in light of its contemplated business operations;


 


(7)         has
not assumed, guaranteed or become obligated for the liabilities of any other Person (except in connection with the Mortgage Loan,
the Other Loan, or the endorsement of negotiable instruments in the ordinary course of business) or held out its credit as being
available to satisfy the obligations of any other Person; and


 


(8)         has
not entered into, and was not a party to, any transaction with any affiliate of any Person, except in the ordinary course of business
and on terms which are no less favorable to any such Person than would be obtained in a comparable arm’s length transaction
with an unrelated third party.


 


4.          Section 4.02(d)
(Borrower Status – Covenants– Borrower Single Asset Borrower) of the Loan Agreement is hereby deleted and restated
in its entirety to read as follows:


 


(d)          Single
Asset Borrower.


 


Until the
Indebtedness is fully paid, Borrower:


 


(1)         shall
not acquire any real property, personal property, or assets other than the Borrower Projects and assets (such as accounts) related
to the operation and maintenance of the Borrower Projects;


 


(2)         shall
not own, operate or participate in any business other than the management and operation of the Borrower Projects;


 


(3)         shall
not commingle its assets or funds with those of any other Person unless such assets or funds can be segregated and identified;


 


(4)         shall
accurately maintain its financial statements, accounting records and other partnership, real estate investment trust, limited liability
company or corporate documents, as the case may be, separate from those of any other Person;


 


(5)         shall
be adequately capitalized in light of its contemplated business operations;


 


(6)         shall
not assume, guaranty or become obligated for, the liabilities of any other Person (except in connection with the Mortgage Loan,
the Other Loan or the endorsement of negotiable instruments in the ordinary course of business) or hold out its credit as being
available to satisfy the obligations of any other Person; or


 


(7)         shall
not enter into, or become a party to, any transaction with any affiliate of any Person, except in the ordinary course of business
and on terms which are no less favorable to any such Person than would be obtained in a comparable arm’s length transaction
with an unrelated third party.


 


	
        Modifications to Multifamily Loan and

        Security Agreement (Cross-Default and

        Cross-Collateralization: Multi Note)
	Form 6203	Page 2
	Fannie Mae	01-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


5.          The
following article is hereby added to the Loan Agreement as Article 16 (Cross-Default and Cross-Collateralization):


 


ARTICLE
16 - CROSS-DEFAULT AND CROSS-COLLATERALIZATION


 


Borrower
acknowledges that Lender’s agreement to amend the single asset borrower provisions of this Loan Agreement, to permit Borrower’s
ownership of all of the Borrower Projects, is in partial consideration for the cross-collateralization, cross-default and release
provisions set forth in the Security Instrument and this Loan Agreement. The Mortgage Loan is cross-collateralized and cross-defaulted
with the Other Security Instrument and the Other Loan Documents.


 


	
        Modifications to Multifamily Loan and

        Security Agreement (Cross-Default and

        Cross-Collateralization: Multi Note)
	Form 6203	Page 3
	Fannie Mae	01-11	© 2011 Fannie Mae


 



    	 



    	 



    

 


	 	 	 
	 	Borrower Initials	 


 


	
        Modifications to Multifamily Loan and

        Security Agreement (Cross-Default and

        Cross-Collateralization: Multi Note)
	Form 6203	Page 4
	Fannie Mae	01-11	© 2011 Fannie Mae