Exhibit 10.24


 


SECURED
LOAN AGREEMENT


 


for a loan in the aggregate amount of


 


$53,154,600.00


 


MADE BY AND AMONG


 


BORROWERS,


 


KEYBANK NATIONAL ASSOCIATION,

as Agent,


 


and


 


The lending institutions a party hereto from
time to time.


 


Dated as of December 31, 2014


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	ARTICLE 1	 	INCORPORATION OF RECITALS AND EXHIBITS	1
	 	 	 	 
	1.1.	 	Incorporation of Recitals	1
	 	 	 	 
	1.2.	 	Incorporation of Schedules and Exhibits	1
	 	 	 	 
	ARTICLE 2	 	DEFINITIONS	1
	 	 	 	 
	2.1.	 	Defined Terms	1
	 	 	 	 
	2.2.	 	Other Definitional Provisions	9
	 	 	 	 
	ARTICLE 3	 	BORROWERS’ REPRESENTATIONS AND WARRANTIES	9
	 	 	 	 
	3.1.	 	Representations and Warranties	9
	 	 	 	 
	3.2.	 	Survival of Representations and Warranties	13
	 	 	 	 
	ARTICLE 4	 	LOAN AND LOAN DOCUMENTS	13
	 	 	 	 
	4.1.	 	Agreement to Borrow and Lend; Lenders’ Obligation to Disburse	13
	 	 	 	 
	4.2.	 	Loan Documents	14
	 	 	 	 
	4.3.	 	Term of the Loan	15
	 	 	 	 
	4.4.	 	Prepayments	15
	 	 	 	 
	4.5.	 	Required Principal Payments	16
	 	 	 	 
	4.6.	 	Late Charge	16
	 	 	 	 
	ARTICLE 5	 	INTEREST	16
	 	 	 	 
	5.1.	 	Interest Rate.	16
	 	 	 	 
	ARTICLE 6	 	COSTS OF MAINTAINING LOAN	17
	 	 	 	 
	6.1.	 	Increased Costs and Capital Adequacy	17
	 	 	 	 
	6.2.	 	Borrower Withholding	18
	 	 	 	 
	ARTICLE 7	 	LOAN EXPENSE AND ADVANCES	18
	 	 	 	 
	7.1.	 	Loan and Administration Expenses	18
	 	 	 	 
	7.2.	 	Lender’s Attorneys’ Fees and Disbursements	18
	 	 	 	 
	7.3.	 	Time of Payment of Fees and Expenses	18
	 	 	 	 
	7.4.	 	Expenses and Advances Secured by Loan Documents	18
	 	 	 	 
	7.5.	 	Right of Lender to Make Advances to Cure Borrowers’ Defaults	19
	 	 	 	 
	ARTICLE 8	 	REQUIREMENTS PRECEDENT	 
	 	 	TO THE OPENING OF THE LOAN AND ANY SUBSEQUENT DISBURSEMENT	19
	 	 	 	 
	8.1.	 	Conditions Precedent to Closing and Opening of the Loan.	19
	 	 	 	 
	8.2.	 	Monthly Payouts.	21
	 	 	 	 
	8.3.	 	Documents to be Furnished for Each Disbursement.	21
	 	 	 	 
	ARTICLE 9	 	RESERVED	22
	 	 	 	 
	ARTICLE 10	 	BORROWERS’ AGREEMENTS	22
	 	 	 	 
	10.1.	 	Borrowers further covenant and agree as follows:	22


 




    	-i-



    	 



    

 


Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	ARTICLE 11	 	CASUALTIES AND CONDEMNATION	27
	 	 	 	 
	11.1.	 	Agent’s Election to Apply Proceeds on Indebtedness	27
	 	 	 	 
	11.2.	 	Borrowers’ Obligation to Rebuild and Use of Proceeds Therefor	27
	 	 	 	 
	ARTICLE 12	 	ASSIGNMENTS and/or transfers BY BORROWERS	28
	 	 	 	 
	12.1.	 	Prohibition of Assignments and Transfers by Borrowers	28
	 	 	 	 
	12.2.	 	Releases of Collateral	28
	 	 	 	 
	12.3.	 	Prohibition of Transfers in Violation of ERISA	29
	 	 	 	 
	12.4.	 	Successors and Assigns	29
	 	 	 	 
	ARTICLE 13	 	TIME OF THE ESSENCE	29
	 	 	 	 
	13.1.	 	Time is of the Essence	29
	 	 	 	 
	ARTICLE 14	 	EVENTS OF DEFAULT	29
	 	 	 	 
	14.1.	 	Events of Default	29
	 	 	 	 
	ARTICLE 15	 	LENDERS’ REMEDIES IN EVENT OF DEFAULT	31
	 	 	 	 
	15.1.	 	Remedies Conferred Upon Lenders	31
	 	 	 	 
	ARTICLE 16	 	GENERAL PROVISIONS	31
	 	 	 	 
	16.1.	 	Captions	31
	 	 	 	 
	16.2.	 	Modification; Waiver	32
	 	 	 	 
	16.3.	 	GOVERNING LAW	32
	 	 	 	 
	16.4.	 	Acquiescence Not to Constitute Waiver of Lenders’ Requirements	32
	 	 	 	 
	16.5.	 	Disclaimer by Lenders	32
	 	 	 	 
	16.6.	 	Partial Invalidity; Severability	32
	 	 	 	 
	16.7.	 	Definitions Include Amendments	32
	 	 	 	 
	16.8.	 	Execution in Counterparts	32
	 	 	 	 
	16.9.	 	Entire Agreement	32
	 	 	 	 
	16.10.	 	Waiver of Damages	33
	 	 	 	 
	16.11.	 	Claims Against Lenders	33
	 	 	 	 
	16.12.	 	Jurisdiction	33
	 	 	 	 
	16.13.	 	Set-Offs	33
	 	 	 	 
	16.14.	 	Authorized Representative	33
	 	 	 	 
	ARTICLE 17	 	NOTICES	34
	 	 	 	 
	ARTICLE 18	 	RESERVED	35
	 	 	 	 
	ARTICLE 19	 	ASSIGNMENTS AND PARTICIPATIONS	35
	 	 	 	 
	19.1.	 	Assignments and Participations	35
	 	 	 	 
	19.2.	 	Several Liability	37
	 	 	 	 
	ARTICLE 20	 	AGENT	37


 




    	-ii-



    	 



    

 


Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	20.1.	 	Appointment	37
	 	 	 	 
	20.2.	 	Reliance on Agent	37
	 	 	 	 
	20.3.	 	Powers	38
	 	 	 	 
	20.4.	 	Disbursements	38
	 	 	 	 
	20.5.	 	Distribution and Apportionment of Payments	38
	 	 	 	 
	20.6.	 	Consents and Approvals	40
	 	 	 	 
	20.7.	 	Agency Provisions Relating to Collateral	41
	 	 	 	 
	20.8.	 	Lender Actions Against Borrower or the Collateral	42
	 	 	 	 
	20.9.	 	Assignment and Participation	42
	 	 	 	 
	20.10.	 	Ratable Sharing	42
	 	 	 	 
	20.11.	 	General Immunity	42
	 	 	 	 
	20.12.	 	No Responsibility for Loan, Recitals, etc.	42
	 	 	 	 
	20.13.	 	Action on Instructions of Lenders	43
	 	 	 	 
	20.14.	 	Employment of Agents and Counsel	43
	 	 	 	 
	20.15.	 	Reliance on Documents; Counsel	43
	 	 	 	 
	20.16.	 	Agent’s Reimbursement and Indemnification	43
	 	 	 	 
	20.17.	 	Rights as a Lender	43
	 	 	 	 
	20.18.	 	Lenders’ Credit Decisions	44
	 	 	 	 
	20.19.	 	Notice of Events of Default	44
	 	 	 	 
	20.20.	 	Successor Agent	44
	 	 	 	 
	ARTICLE 21	 	WAIVER OF JURY TRIAL	44


 




    	-iii-



    	 



    

 


LIST
OF EXHIBITS TO LOAN AGREEMENT


 


	Exhibit A-1	 	Legal Description – Sumter Place Land
	Exhibit A-2	 	Legal Description – Sumter Grand Land
	Exhibit B-1	 	Permitted Exceptions – Sumter Place
	Exhibit B-2	 	Permitted Exceptions – Sumter Grand
	Exhibit C	 	Title Requirements
	Exhibit D	 	Survey Requirements
	Exhibit E	 	Insurance Requirements
	Exhibit F	 	Reserved
	Exhibit G	 	Form of Covenant Compliance Certificate
	Exhibit H	 	Form of Assignment and Assumption Agreement
	Exhibit I	 	Form of Borrowers’ Certificate
	 	 	 
	Schedule I	 	Environmental Documents
	Schedule II	 	Debt Service Coverage Requirements for each Project


 




    	-iv-



    	 



    

 


SECURED LOAN AGREEMENT


 


THIS SECURED
LOAN AGREEMENT (“Agreement”) is made as of December 31, 2014, by and among Borrowers, KEYBANK NATIONAL
ASSOCIATION, a national banking association, its successors and/or assigns, as administrative agent (referred to in such capacity
as “Agent” in this Agreement), and the lending institutions a party hereto from time to time (Agent, as a lender,
and each such other lending institution, and their respective successors and assigns, referred to individually a “Lender”
and collectively, as the “Lenders”).


 


RECITALS


 


A.           Sumter
Place Borrower intends to acquire a leasehold estate to a tract of land in the City of The Villages, State of Florida, which land
is legally described in Exhibit A-1 (the “Sumter Place Land”). In addition, Sumter Place Borrower
proposes to acquire a leasehold estate in a 148-unit assisted living and memory care facility and adult day care facility licensed
for 25 residents (the “Sumter Place Improvements”) located on the Sumter Place Land commonly known as “Sumter
Place in the Villages” (the Sumter Place Land and the Sumter Place Improvements collectively referred to herein as the “Sumter
Place Project”). The Sumter Place Project is, or will be, operated by Sumter Place Operator pursuant to the Sumter Place
Operating Sublease.


 


B.           Sentio
Holding intends to acquire one hundred percent (100%) of the equity in Sumter Grand Borrower which holds a leasehold estate to
a tract of land in the City of The Villages, State of Florida, which land is legally described in Exhibit A-2 (the
“Sumter Grand Land”). In addition, Sumter Grand Borrower holds a leasehold estate to a 150-unit independent
living facility (the “Sumter Grand Improvements”) located on the Sumter Grand Land commonly known as “Sumter
Grand in the Villages” (the Sumter Grand Land and the Sumter Grand Improvements collectively referred to herein as the “Sumter
Grand Project”).


 


C.           Borrowers
have requested and applied to the Lenders for a loan in the amount of up to FIFTY-THREE MILLION ONE HUNDRED FIFTY-FOUR THOUSAND
SIX HUNDRED AND NO/100 DOLLARS ($53,154,600.00) (the “Loan”) to reimburse Borrowers for a portion of
the costs for the acquisition the leasehold and the equity in connection with the Projects, as applicable, and the closing costs
and expenses of Borrowers in connection therewith and the closing of the Loan, and the Lenders are willing to make the Loan on
the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:


 


ARTICLE
1

INCORPORATION OF RECITALS AND EXHIBITS


 


1.1.        Incorporation
of Recitals.


 


The foregoing preambles and
all other recitals set forth herein are made a part hereof by this reference.


 


1.2.        Incorporation
of Schedules and Exhibits.


 


Schedules I and II
and Exhibits A through I, inclusive, attached hereto are incorporated herein and expressly made a part hereof
by this reference.


 


ARTICLE
2

DEFINITIONS


 


2.1.        Defined
Terms.


 


The following terms as used
herein shall have the following meanings:


 




    	SECURED LOAN AGREEMENT	Page 1



    	 



    

 


Adjusted Base Rate:
An interest rate per annum equal to the sum of (a) the Base Rate, plus (b) the Base Rate Margin. Any change in the Adjusted Base
Rate shall be effective immediately from and after a change in the Adjusted Base Rate (or the Federal Funds Effective Rate, as
applicable).


 


Adjusted LIBOR Rate:
For any LIBOR Rate Interest Period, an interest rate per annum equal to the sum of (i) the rate obtained by dividing (1) the LIBOR
Rate for such LIBOR Rate Interest Period by (2) a percentage equal to one hundred percent (100%) minus the Reserve Percentage for
such LIBOR Rate Interest Period, and (ii) the LIBOR Margin.


 


Affiliate: With respect
to a specified person or entity, any individual, partnership, corporation, limited liability company, trust, unincorporated organization,
association or other entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by or
is under common control with such person or entity, including, without limitation, any general or limited partnership in which
such person or entity is a partner.


 


Agreement: This Secured
Loan Agreement.


 


AL/MC: An assisted
living/memory care senior living health care facility.


 


Applicable Rate: As
such term is defined in Section 5.1(a).


 


Appraisal: A MAI certified
appraisal of the Projects performed in accordance with FIRREA and Agent’s appraisal requirements by an appraiser selected
and retained by Agent.


 


Assignments of Rents:
One or more assignments of leases and rents made by the Borrowers in favor of Agent for the benefit of the Lenders assigning all
of Borrowers’ respective interest in and to all Leases, subleases and other agreements relating to the use and occupancy
of all or any portion of the Projects, and all present and future Leases, rents, issues and profits therefrom, as the same may
be hereafter amended, restated, supplemented or otherwise modified pursuant to the terms thereof.


 


Assignment of Notes and
Mortgage: As such term is defined in Section 4.2(h).


 


Authorized Representative:
As such term is defined in Section 16.14.


 


Bankruptcy Code: As
such term is defined in Section 14.1(d).


 


Base Rate: For any
day, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal
to the greatest of:


 


(i)          the
rate of interest established by Agent, from time to time, as its “prime rate,” whether or not publicly announced, which
interest rate may or may not be the lowest rate charged by it for commercial loans or other extensions of credit; and


 


(ii)         the
Federal Funds Effective Rate in effect from time to time, determined one Business Day in arrears, plus 1/2 of 1% per annum.


 


Base Rate Margin:
Two and fifteen hundredths percent (2.15%).


 


Borrowers: Sumter
Place Borrower and, upon assumption by joinder of all obligations hereunder, Sumter Grand Borrower, jointly and severally, as applicable.


 


Breakage Costs: Collectively,
(a) the cost to Lenders of re-employing funds bearing interest at an Adjusted LIBOR Rate, incurred (or expected to be incurred)
in connection with (i) any payment of any portion of a Loan bearing interest at an Adjusted LIBOR Rate prior to the termination
of any applicable LIBOR Rate Interest Period, or (ii) the conversion of an Adjusted LIBOR Rate to any other applicable interest
rate on a date other than the last day of the relevant interest period, and (b) any amounts payable by a Borrower under any Interest
Rate Agreement in connection with termination of such Agreement.


 




    	SECURED LOAN AGREEMENT	Page 2



    	 



    

 


Business Day: A day
of the year on which banks are not required or authorized to close in Brooklyn, Ohio.


 


Commitment: The maximum
amount each Lender has agreed to lend to Borrowers as part of the Loan (which amounts are set forth below the signature line of
each Lender), subject to modification by each Assignment and Assumption.


 


Control: As such term
is used with respect to any person or entity, including the correlative meanings of the terms “controlled by” and “under
common control with”, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.


 


Debt Service Coverage:
The ratio of (a) the NOI for the applicable period, to (b) the Implied Debt Service.


 


Debt Service Reserve:
As such term is defined in Section 10.1(dd).


 


Default or default:
Any event, circumstance or condition which, if it were to continue uncured, would, with notice or lapse of time or both, constitute
an Event of Default hereunder.


 


Default Rate: A rate
per annum equal to 3% (300 basis points) over the Adjusted Base Rate.


 


DSR Second Tranche:
As such term is defined in Section 10.1(dd).


 


Eligible Assignee:
(i) Any Lender; (ii) any commercial bank, savings bank, savings and loan association or similar financial institution which (a)
has total assets of Five Billion Dollars ($5,000,000,000) or more, (b) is “well capitalized” within the meaning of
such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of
1991, (c) in the sole judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans
or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (d) in the
sole judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree
as a commercial bank; (iii) any insurance company in the business of writing insurance which (a) has total assets of Five Billion
Dollars ($5,000,000,000) or more (b) is “best capitalized” within the meaning of such term under the applicable regulations
of the National Association of Insurance Commissioners, and (c) meets the requirements set forth in subclauses (c) and (d) of clause
(ii) above; and (iv) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000) (including a
mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars
($5,000,000,000) or more) which meets the requirement set forth in subclauses (c) and (d) of clause (ii) above; provided that each
Eligible Assignee must (w) be organized under the Laws of the United States of America, any state thereof or the District of Columbia,
or, if a commercial bank, be organized under the Laws of the United States of America, any state thereof or the District of Columbia,
the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political
subdivision of such a country, (x) act under the Loan Documents through a branch, agency or funding office located in the United
States of America, (y) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to the
Internal Revenue Code as in effect from time to time and (z) not be a Borrower or an Affiliate of a Borrower.


 


Environmental Documents:
Collectively, the documents listed on Schedule I attached hereto.


 


Environmental Proceedings:
As such term is defined in Section 3.1(c).


 


Environmental Report:
As such term is defined in Section 8.1(n).


 


ERISA: The Employee
Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.


 


Extended Maturity Date:
December 31, 2018


 




    	SECURED LOAN AGREEMENT	Page 3



    	 



    

 


Extension Option:
As such term is defined in Section 4.3(b).


 


Event of Default:
As such term is defined in Article 14.


 


Federal Funds Effective
Rate: Shall mean, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of
1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal
funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve
Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as
the “Federal Funds Effective Rate.”


 


Final Maturity Date:
The date on which the Note matures, whether by acceleration, lapse of time or otherwise; provided, that such date shall be the
Original Maturity Date, unless earlier accelerated as permitted herein or in any other Loan Document, subject to the Extension
Option.


 


FIRREA: The Financial
Institutions Reform, Recovery And Enforcement Act of 1989, as amended from time to time.


 


GAAP: Generally Accepted
Accounting Principles.


 


Ground Lease(s): The
Sumter Grand Ground Lease and the Sumter Place Ground Lease, individually each a “Ground Lease” and collectively the
“Ground Leases”.


 


Governmental Approvals:
As such term is defined in Section 3.1(j).


 


Governmental Authority:
Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency,
authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public
utility.


 


Gross Revenues: For
any period, all revenues determined on a GAAP basis derived from the operation, use, leasing and occupancy of the Projects during
such period; provided, however, that in no event shall Gross Revenues include (i) any loan proceeds, (ii) proceeds
or payments under insurance policies (except proceeds of business interruption insurance); (iii) condemnation proceeds; (iv) any
security deposits received from tenants in the Projects, unless and until the same are applied to rent or other obligations in
accordance with the tenant’s lease; or (v) any other extraordinary items, in Agent’s reasonable discretion.


 


Guarantors: Sumter
Place Operator and Sentio, on a joint and several basis.


 


Hazardous Material:
Means and includes gasoline, petroleum, asbestos containing materials, explosives, radioactive materials or any hazardous or toxic
material, substance or waste which is defined by those or similar terms or is regulated as such under any Law of any Governmental
Authority having jurisdiction over the Project or any portion thereof or its use, including: (i) any “hazardous substance”
defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A.
§ 9601(14) as may be amended from time to time, or any so-called “superfund” or “superlien” Law,
including the judicial interpretation thereof; (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A.
§ 9601(33); (iii) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260;
(iv) any petroleum, including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied natural
gas, or synthetic gas usable for fuel; (vi) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part
1910; and (vii) any other toxic substance or contaminant that is subject to any other Law or other past or present requirement
of any Governmental Authority, as any such acts and laws may be amended, modified or supplemented from time to time.


 


Implied Debt Service:
The total annual installments of principal and interest that would be required for the Loan Amount calculated based upon a thirty
(30) year amortization schedule and a per annum interest rate equal to the greater of (i) six and one-half percent (6.50%), and
(ii) the yield per annum as of the date of such calculation on U.S. Treasury securities selected in good faith by Agent, maturing
approximately ten (10) years after the date of calculation, plus three percent (3.00%) per annum.


 




    	SECURED LOAN AGREEMENT	Page 4



    	 



    

 


Improvements: The
collective reference to the Sumter Place Improvements and the Sumter Grand Improvements; provided, however, that, on the date hereof,
such term shall only include the Sumter Place Improvements. This term shall refer to the additional Improvements for all purposes
as, and when, each applicable Project is acquired by the applicable Borrower.


 


Including or including:
Including but not limited to.


 


Indebtedness: Shall
mean the aggregate indebtedness of Borrowers to the Lenders under the Loan Documents.


 


Indemnity: As such
term is defined in Section 4.2(e).


 


Initial Funding: As
such term is defined in Section 4.1(b).


 


Interest Rate Protection
Product: Shall mean a floating-to-fixed derivative, or other acceptable “cap” or limitation obtained by a Borrower,
at its expense, to protect such Borrower from increases in the applicable LIBOR Rate, in an amount approved by Agent.


 


Interest Rate Agreement:
Shall mean the document or instrument evidencing or creating the Interest Rate Protection Product which shall remain in effect
from, or subsequent to, the Loan Opening Date.


 


KKR: KKR & Co.
L.P., a Delaware limited partnership.


 


Land: The collective
reference to the Sumter Place Land and the Sumter Grand Land; provided, however, that, on the date hereof, such term
shall only include the Sumter Place Land. This term shall refer to the additional Land for all purposes as, and when, each applicable
Project is acquired by the applicable Borrower.


 


Late Charge: As such
term is defined in Section 4.6.


 


Laws: Collectively,
all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential
authority in the applicable jurisdiction.


 


Leases: The collective
reference to all leases, subleases and occupancy agreements affecting a Project or any part thereof now existing or hereafter executed
and all amendments, modifications or supplements thereto.


 


LIBOR Adjustment Date:
The tenth (10th) day of each calendar month.


 


LIBOR Business Day:
A Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.


 


LIBOR Margin: Three
and fifteen hundredths percent (3.15%).


 


LIBOR Rate: For any
LIBOR Rate Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown by Reuters at which deposits in U.S.
dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that
is two (2) LIBOR Business Days prior to the first day of such LIBOR Rate Interest Period with a maturity approximately equal to
such LIBOR Rate Interest Period and in an amount approximately equal to the amount to which such LIBOR Rate Interest Period relates,
adjusted for reserves and taxes if required by future regulations. If Reuters no longer reports such rate or Agent determines in
good faith that the rate so reported no longer accurately reflects the rate available to Lenders in the London Interbank Market,
Agent may select a replacement index.


 


LIBOR Rate Interest Period:
With respect to each amount bearing interest at a LIBOR based rate, a period of one month, to the extent deposits with such maturity
is available to the Lenders, commencing on a LIBOR Business Day provided, however, that each LIBOR Rate Interest Period shall end
on the last LIBOR Adjustment Date occurring prior to the scheduled end of such LIBOR Rate Interest Period.


 




    	SECURED LOAN AGREEMENT	Page 5



    	 



    

 


Loan: As such term
is defined in Recital I on page 1 of this Agreement.


 


Loan Allocations:
Shall mean, collectively, the Sumter Place Loan Allocation and the Sumter Grand Loan Allocation.


 


Loan Amount: The maximum
amount of the Loan as set forth in Section 4.1(a) as reduced by (i) principal payments, if any, made from time to time,
(ii) the amount of the Sumter Grand Project Holdback not yet disbursed in accordance herewith, and (iii) the amount of the Debt
Service Reserve not yet disbursed in accordance herewith.


 


Loan Documents: The
collective reference to this Agreement, the documents and instruments listed in Section 4.2, and all the other documents
and instruments entered into from time to time, evidencing or securing the Loans or any obligation of payment thereof or performance
of Borrowers’ obligations in connection with the transaction contemplated hereunder and any Interest Rate Agreements, each
as amended from time to time.


 


Loan Opening Date:
The date of this Agreement.


 


Material Adverse Change
or material adverse change: The business prospects, operations or financial condition of a person, entity or property has changed
in a manner which is reasonably likely to materially impair the value of Lenders’ security for the Loan, prevent timely repayment
of the Loan or otherwise prevent the applicable person or entity from timely performing any of its material obligations under the
Loan Documents.


 


Monthly Excess Cash Flow:
The amount by which the monthly cash flow from the Projects exceeds the actual operating expenses for the Projects and all amounts
payable under the Loan Documents for such month.


 


Mortgages: The collective
reference to the Sumter Place Mortgage and the Sumter Grand Mortgage.


 


Net Operating Income
or NOI: The difference between (i) the Gross Revenues for the applicable period, less (ii) the Operating Expenses for such
period.


 


Notes: As such term
is defined in Section 4.2(a).


 


Opening of the Loan or
Loan Opening: The first disbursement of Loan proceeds.


 


Operating Deficit:
As such term is defined in Section 10.1(dd).


 


Operating Expenses:
For any period, the actual costs and expenses of owning, operating, managing and maintaining the Projects during such period incurred
by Sumter Place Operator for Sumter Place Project and Sumter Grand Borrower for the Sumter Grand Project, determined on a GAAP
basis, including, (i) $350 per unit annual replacement reserve, and (ii) the greater of (a) the actual management fees for the
Projects during such period, and (b) a management fee in an amount equal to five percent (5%), excepting, however, (w) interest
expense, (x) taxes, (y) depreciation and amortization, and (z) lease expense for such period.


 


Operating Statement:
As such term is defined in Section 10.1(m).


 


Operator Guaranty:
As such term is defined in Section 4.2(g).


 


Original Maturity Date:
December 31, 2017.


 


Original Mortgage:
That certain Mortgage and Security Agreement, dated April 17, 2013, as amended, made by Retirement One, LLC, in favor of Community
& Southern Bank, securing, among other things, the Original Notes.


 




    	SECURED LOAN AGREEMENT	Page 6



    	 



    

 


Original Notes: Collectively,
those certain promissory notes made by Retirement One, LLC, payable to Community & Southern Bank in the maximum aggregate amount
of $24,900,000.00.


 


Permitted Exceptions:
The collective reference to the Sumter Place Permitted Exceptions and the Sumter Grand Permitted Exceptions.


 


Permitted Transfer:
Provided no Event of Default exists, the following Transfers shall be permitted without Agent’s consent: (i) transfers done
solely for estate planning purposes of direct or indirect interests in any Borrower or Guarantor to non-minor family members of
the applicable transferor or trusts or other entities established solely for the benefit of, and controlled by, the applicable
transferor or family members of such transferor; (ii) the acquisition by Sentinel REIH or any other entity holding a direct or
indirect interest in Sentinel REIH (collectively with Sentinel REIH, the “Sentinel Entities”) of a majority
of the limited partner interests in Sentio HPOP or a majority of the ownership interests in Guarantor so long as Sentio HPOP or
another entity satisfactory to Agent provides a carveout guaranty to Agent in favor of the Lenders along with notice of such transfer
prior thereto on substantially the same form as the Sentio Guaranty; (iii) transfers of shares in Guarantor (other than to the
Sentinel Entities pursuant to (ii) above) so long as Guarantor remains a publicly registered real estate investment trust and no
such transfer results in a change in Control in or over Guarantor; and (iv) any transfer, pledge or encumbrance of direct or indirect
ownership interests in or cash flow or cash distributions attributable to direct or indirect ownership interests in the Sentinel
Entities so long as following any such transfer, pledge or encumbrance KKR directly or indirectly Controls the Sentinel Entities
which hold direct interests in Guarantor and Sentio HPOP [provided, however, that this clause (iv) shall not supersede the provisions
of clause (ii) if the same are applicable to the underlying transaction.


 


Project(s): Shall
mean, individually or collectively as applicable, any of the Sumter Place Project and the Sumter Grand Project; provided, however,
that, on the date hereof, such term shall only include the Sumter Place Project. This term shall refer to the Sumter Grand Project
for all purposes as, and when, Sumter Grand Borrower is acquired by Sentio Holdings.


 


Project Operating Account(s):
As such term is defined in Section 4.1(d).


 


Project Release Implied
Debt Service: The total annual installments of interest that would be required for the Loan Amount calculated based upon a
per annum interest rate equal to the greater of (i) the Applicable Rate, and (ii) four percent (4.00%).


 


Project Release DSC:
The ratio of (a) the NOI for the applicable period, to (b) the Project Release Implied Debt Service.


 


Project Rent Account(s):
As such term is defined in Section 4.1(d).


 


Reimbursement Contracts:
means all third-party reimbursement contracts relating to any Project which are now or hereafter in effect with respect to residents
or patients qualifying for coverage under the same, including private insurance agreements, and any successor program or other
similar reimbursement program and/or private insurance agreements, now or hereafter existing.


 


Release Price: For
any Project, an amount equal to the greater of (i) one hundred percent (100%) of the net proceeds received by the applicable Borrower
in connection with the sale or refinance of such Project, and (ii) the applicable Loan Allocation for such Project.


 


Required Lenders:
Those Lenders holding at least sixty-six and 67/100th percent (66.67%) of the total outstanding principal balance of the Loans.


 


Reserve Percentage:
For any LIBOR Rate Interest Period, that percentage which is specified three (3) Business Days before the first day of such LIBOR
Rate Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental
authority with jurisdiction over the Lenders for determining the maximum reserve requirement (including, but not limited to, any
marginal reserve requirement) for the Lenders with respect to liabilities constituting of or including (among other liabilities)
Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such LIBOR Rate Interest Period and with a
maturity equal to such LIBOR Rate Interest Period.


 




    	SECURED LOAN AGREEMENT	Page 7



    	 



    

 


Sentio HPOP: Sentio
Healthcare Properties OP, LP, a Delaware limited partnership


 


Sentinel REIH: Sentinel
RE Investment Holdings, LP, a Delaware limited partnership.


 


Sentio: Sentio Healthcare
Properties, Inc., a Maryland corporation.


 


Sentio Guaranty: As
such term is defined in Section 4.2(c).


 


Sentio Holdings: Sumter
Grand Owner, LLC, a Delaware limited liability company.


 


Sumter Grand Borrower:
Retirement Two, LLC, aFlorida limited liability company.


 


Sumter Grand Closing:
The consummation by Sentio Holdings of the transfer of equity in Sumter Grand Borrower to Sentio Holdings utilizing the Sentio
Grand Loan Allocation to pay the purchase price in connection therewith.


 


Sumter Grand Ground Lease:
First Amended and Restated Ground Lease, dated as of March 28, 2013, between GTMJ Investment Group, LLC, as lessor, and Retirement
Two, LLC, as lessee, as amended.


 


Sumter Grand Loan Allocation:
$24,294,600.00.


 


Sumter Grand Mortgage:
An amended and restated Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, executed by Sumter Grand
Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all obligations of Borrowers
in connection with the Loan, granting a valid leasehold mortgage on Sumter Grand Borrower’s leasehold estate in the Sumter
Grand Project, subject only to the Sumter Grand Permitted Exceptions.


 


Sumter Grand Permitted
Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-3 hereto to which title to
the Sumter Grand Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security
interests created by the Sumter Grand Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and
other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements
of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any)
in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in
accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in
writing.


 


Sumter Place Borrower:
Sumter Place Owner, LLC, a Delaware limited liability company.


 


Sumter Place Ground Lease:
First Amended and Restated Ground Lease, dated as of April 16, 2013, between GTMJ Investment Group, LLC, as lessor, and Retirement
One, LLC, as lessee, as amended. The lessee’s interest therein having been validly assigned to Sumter Place Borrower prior
to the execution hereof.


 


Sumter Place Loan Allocation:
$28,860,000.00.


 


Sumter Place Mortgage:
As such term is defined in Section 4.2(c).


 


Sumter Place Operating
Sublease: That certain Sublease Agreement between Sumter Place Borrower and Sumter Place Operator.


 


Sumter Place Operator:
Sumter Place TRS, a Delaware limited liability company.


 




    	SECURED LOAN AGREEMENT	Page 8



    	 



    

 


Sumter Place Permitted
Exceptions: Shall mean (i) as of the date hereof, those matters listed on Exhibit B-2 hereto to which title to
the Sumter Place Project may be subject at the Loan Opening, and (ii) at all times thereafter, (a) along with the liens and security
interests created by the Sumter Place Mortgage or other Loan Documents. statutory liens for ad valorem taxes, standby fees and
other governmental charges which are not yet delinquent at the time in question or are being contested in accordance with the requirements
of the Loan Documents; (b) rights of tenants under Leases or residency agreements; (c) other liens and security interests (if any)
in favor of Agent for the benefit of the Lenders or otherwise approved by Agent; (d) mechanics’ liens being contested in
accordance with the requirements of the Loan Documents, and (e) such other title exceptions as Agent may reasonably approve in
writing.


 


Title Insurer: Old
Republic National Title Insurance Company, or such other title insurance company licensed in the State as may be approved in writing
by Agent.


 


Title Policies: As
such term is defined in Section 8.1(a).


 


Transfer: As such
term is defined in Section 12.1.


 


2.2.        Other
Definitional Provisions.


 


All terms defined in this
Agreement shall have the same meanings when used in the Note, Mortgages, any other Loan Documents, or any certificate or other
document made or delivered pursuant hereto. The words “hereof”, “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement.


 


ARTICLE
3

BORROWERS’ REPRESENTATIONS AND WARRANTIES


 


3.1.        Representations
and Warranties.


 


To induce each of the Lenders
to execute this Agreement and perform its respective obligations hereunder, Borrowers hereby represent and warrant to the Lenders
as follows:


 


(a)          Sumter
Place Borrower has, or will upon the acquisition thereof, a valid leasehold estate in the Sumter Place Project pursuant to the
Sumter Place Ground Lease, subject only to the Sumter Place Permitted Exceptions.


 


(b)         Sumter
Grand Borrower has, or will upon the acquisition of the Sumter Grand Borrower by Sentio Holdings, a valid leasehold estate in the
Sumter Grand Project pursuant to the Sumter Grand Ground Lease, subject only to the Sumter Grand Permitted Exceptions.


 


(c)          No
litigation or proceedings are pending, or to the best of Borrowers’ knowledge threatened in writing, against any Borrower
or Guarantor, which could, if adversely determined, cause a Material Adverse Change with respect to any Borrower, Guarantor or
Project. To the best of Borrowers’ knowledge, there are no pending environmental proceedings, whether civil (including actions
by private parties), criminal, or administrative proceedings, relating to any Project (collectively, “Environmental Proceedings”),
and Borrowers have no knowledge of any threatened (in writing) Environmental Proceedings or any facts or circumstances which may
give rise to any future Environmental Proceedings.


 


(d)         Sumter
Place Borrower and Sumter Place Operator is each a duly organized and validly existing Delaware limited liability company and has
full power and authority to execute, deliver and perform all Loan Documents to which such Borrower is a party, and such execution,
delivery and performance have been duly authorized by all requisite action on the part of such Person. Sumter Grand Borrower is
a duly organized and validly existing Florida limited liability company and has full power and authority to execute, deliver and
perform all Loan Documents to which such Borrower is a party, and such execution, delivery and performance have been duly authorized
by all requisite action on the part of such Person.


 




    	SECURED LOAN AGREEMENT	Page 9



    	 



    

 


(e)          Sentio
is a duly organized and validly existing Maryland corporation and has full power and authority to execute, deliver and perform
all Loan Documents to which such person is a party, and such execution, delivery and performance have been duly authorized by all
requisite action on the part of such person.


 


(f)          No
consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental
person or entity, including any creditor, partner or member of any Borrower or Guarantor, is required in connection with the execution,
delivery and performance of this Agreement or any of the Loan Documents other than the recordation of the Mortgages, the Assignments
of Rents and UCC-1 Financing Statements, except for such consents, approvals or authorizations of or declarations or filings with
any Governmental Authority or non-governmental person or entity where the failure to so obtain would not have an adverse effect
on any Borrower or Guarantor or which have been obtained as of any date on which this representation is made or remade.


 


(g)          The
execution, delivery and performance of this Agreement, the execution and payment of the Notes and the granting of the Mortgages
and other security interests under the other Loan Documents have not constituted and will not constitute, upon the giving of notice
or lapse of time or both, a breach or default under any other agreement to which any Borrower or Guarantor is a party or may be
bound or affected, or a violation of any law or court order which may affect any Project, any part thereof, any interest therein,
or the use thereof.


 


(h)          There
is no default under this Agreement or the other Loan Documents, nor any condition which, after notice or the passage of time or
both, would constitute a default or an Event of Default under said documents.


 


(i)           (i) No
condemnation of any portion of any Project, (ii) no condemnation or relocation of any roadways abutting any Project, and (iii) no
proceeding to deny access to any Project from any point or planned point of access to such Project, has commenced or, to the best
of Borrowers’ knowledge, is contemplated by any Governmental Authority.


 


(j)           To
the best of Borrowers’ knowledge, the current use of each Project does not violate (i) any Laws (including subdivision,
zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record,
or agreements affecting such Project or any part thereof. To the best knowledge of Borrowers, no Project violates (i) any
Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building
permits, restrictions of record, or agreements affecting such Project or any part thereof. To the best of Borrowers’ knowledge,
neither the zoning authorizations, approvals or variances nor any other right to own or to use any Project is to any extent dependent
upon or related to any real estate other than the Land applicable to such Project. Except as provided for herein, all consents,
licenses and permits and all other authorizations or approvals (collectively, “Governmental Approvals”) required
for the ownership and operation of each Project as an AL/MC or an independent living facility, as the case may be, have been obtained
and maintained in full force and effect. Notwithstanding the foregoing, at Closing, Sumter Place Operator will not possess the
licenses required to operate the Sumter Place Project as an AL/MC and adult day care facility. Accordingly, Sumter Place Operator
and Retirement One, LLC, a Florida limited liability company will enter into a transition period sublease of the Sumter Place Ground
Lease so that the Project may continue to be operated on and after the date hereof pending the transfer, issuance or re-issuance
of all required licenses or permits.


 


(k)          To
the best of Borrowers’ knowledge, each Project has adequate water, gas and electrical supply, storm and sanitary sewerage
facilities, other required public utilities, fire and police protection, and means of access between such Project and public highways;
to the best of Borrowers’ knowledge, none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements
under any applicable Laws.


 


(l)           No
brokerage fees or commissions are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.


 


(m)         To
the best of Borrowers’ knowledge, financial statements and other information previously furnished by any Borrower or Guarantor
to Lender in connection with the Loan are true, complete and correct and fairly present the financial conditions of the subjects
thereof as of the respective dates thereof and do not fail to state any material fact necessary to make such statements or information
not misleading, and no Material Adverse Change with respect to any Borrower or Guarantor has occurred since the respective dates
of such statements and information. To the best of Borrowers’ knowledge, none of any Borrower, nor Guarantor has any material
liability, contingent or otherwise, not disclosed in such financial statements.


 




    	SECURED LOAN AGREEMENT	Page 10



    	 



    

 


(n)          As
of the date hereof and except as disclosed in the Environmental Report, (i) each Project is in a clean, safe and healthful condition,
and, except for materials used in the ordinary course of construction, maintenance and operation of such Project, is free of all
Hazardous Material and is in compliance with all applicable Laws; (ii) none of the Borrowers nor, to the best knowledge of Borrowers,
any other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on,
under, at or in a manner to affect any Project in violation of any applicable Laws, or any part thereof, and no Project has ever
been used (whether by any Borrower or, to the best knowledge of Borrowers, by any other person or entity) for any activities involving,
directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material in violation
of any applicable Laws; (iii) no Project, nor any Borrower is subject to any existing, pending, or, to the best of Borrowers’
knowledge, threatened investigation or inquiry by any Governmental Authority, and no Project is subject to any remedial obligations
under any applicable Laws pertaining to health or the environment; and (iv) to the best of Borrowers’ knowledge, there are
no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any
sort on, under or affecting any Project.


 


(o)          Each
Project is taxed separately without regard to any other property and for all purposes the Project may be mortgaged, conveyed and
otherwise dealt with as an independent parcel.


 


(p)          None
of the Borrowers nor their respective agents have entered into any Leases, subleases or other arrangements for occupancy of space
within each Project other than the Ground Leases, the Sumter Place Operating Sublease, resident agreements and leases for space
of less than 1,000 square feet.


 


(q)          Except
as set forth on the applicable survey delivered to Agent for each Project, no portion of the Improvements encroaches upon any property
line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which any Borrower
is aware or has reason to believe may exist) with respect to such Project.


 


(r)           The
Loan is not being made for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation T,
U or X issued by the Board of Governors of the Federal Reserve System, and each Borrower agrees to execute all instruments necessary
to comply with all the requirements of Regulation U of the Federal Reserve System.


 


(s)           No
Borrower is a party in interest to any plan defined or regulated under ERISA, and none of the assets of the Borrowers are “plan
assets” of any employee benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.


 


(t)           No
Borrower is a “foreign person” within the meaning of Section 1445 or 7701 of the Internal Revenue Code.


 


(u)          No
Borrower uses any trade name other than its actual name set forth herein. The principal place of business of Borrower is as stated
in Article 17.


 


(v)          Sumter
Place Borrower’s place of organization is the State of Delaware and Sumter Grand Borrower’s place of organization is
the State of Florida.


 


(w)          All
statements set forth in the Recitals are true and correct.


 


(x)           No
Borrower, nor any Guarantor is (or will be) a person with whom any Lender is restricted from doing business under OFAC (including,
those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including,
the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise
be associated with such persons. In addition, each Borrower hereby agrees to provide Agent with any additional information that
any Lender deems necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering
and similar activities.


 




    	SECURED LOAN AGREEMENT	Page 11



    	 



    

 


(y)          The
Sumter Place Operating Sublease is in full force and effect. To Borrower’s knowledge, there are no defaults (either monetarily
or non-monetarily) by Sumter Place Operator or Sumter Place Borrower under the Sumter Place Operating Sublease.


 


(z)           Each
of the Sumter Place Ground Lease and the Sumter Grand Ground Lease is, or in the case of the Sumter Grand Ground Lease will be
on the date the Sumter Grand Loan Allocation is funded, in full force and effect.


 


(aa)         No
Borrower has entered into this Agreement or any of the other Loan Documents with the actual intent to hinder, delay, or defraud
any creditor, and each Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents.
Giving effect to the transactions contemplated by the Loan Documents, the fair saleable value of each Borrower’s assets exceeds
and will, immediately following the execution and delivery of the Loan Documents, be greater than such Borrower’s probable
liabilities, including the maximum amount of its contingent liabilities or its debts as such debts become absolute and mature.
Each Borrower’s assets do not and, immediately following the execution and delivery of the Loan Documents will not, constitute
unreasonably small capital to carry out its business as conducted or as proposed to be conducted. No Borrower intends to, and does
not believe that it will, incur debts and liabilities (including, without limitation, contingent liabilities and other commitments)
beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect
of obligations of each Borrower).


 


(bb)        After
consultation with counsel concerning the federal anti-kickback law (42 U.S.C.A. SEC. 1320a-7b(b)), neither any Borrower nor its
agent have offered or given any remuneration or thing of value to any person to encourage referral to the Projects nor has any
Borrower or its agent solicited or received any remuneration or thing of value in exchange for any Borrower’s agreement to
make referrals or to purchase goods or services for the Projects.


 


(cc)         Except
for indirect ownership interests in any Borrower as a result of ownership of publicly traded shares of stock in Sentio, no physician
or other healthcare practitioner has an ownership interest in any Borrower, any Project or, to the best of Borrowers’ knowledge,
the Sumter Place Operator.


 


(dd)        No
Borrower nor the Sumter Place Operator has granted to any third party the right to reduce the number of licensed beds in any Project
or to apply for approval to transfer the right to any or all of the licensed beds to any other location.


 


(ee)         No Borrower nor any Guarantor or Project is currently the subject of any proceeding by any governmental agency, and no notice of
any violation has been received by any Borrower or Guarantor from any federal, state or local government or quasi-governmental
body or agency or any administrative or investigative body that would, directly or indirectly, or with the passage of time:


 


(i)            have
a material adverse impact on a Borrower’s or the Sumter Place Operator’s ability to accept and/or retain residents
or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered
to eligible residents;


 


(ii)           modify,
limit or annul or result in the transfer, suspension, revocation or imposition of probationary use of any of the permits; or


 


(iii)          affect
a Borrower’s continued participation in Third-Party Payors’ Programs, or any successor programs thereto, at current
rate certifications.


 




    	SECURED LOAN AGREEMENT	Page 12



    	 



    

 


3.2.        Survival
of Representations and Warranties.


 


Each Borrower agrees that
all of the representations and warranties set forth in Section 3.1 and elsewhere in this Agreement are true as of the date
hereof, will be true at the Loan Opening and, except for matters which have been disclosed by Borrowers and approved by Agent in
writing, at all times thereafter. Each request for a disbursement under the Loan Documents from the Sumter Grand Project Holdback
or the Debt Service Reserve shall constitute a reaffirmation of such representations and warranties, as deemed modified in accordance
with the disclosures made and approved as aforesaid, as of the date of such request. It shall be a condition precedent to the Loan
Opening and each subsequent disbursement that each of said representations and warranties is true and correct as of the date of
such requested disbursement. Each disbursement from the Sumter Grand Project Holdback and the Debt Service Reserve shall be deemed
to be a reaffirmation by Borrowers that each of the representations and warranties is true and correct as of the date of such disbursement.
In addition, at Lender’s request, Borrowers shall reaffirm such representations and warranties in writing prior to each disbursement
hereunder.


 


ARTICLE
4

LOAN AND LOAN DOCUMENTS


 


4.1.        Agreement
to Borrow and Lend; Lenders’ Obligation to Disburse.


 


Subject to the terms, provisions
and conditions of this Agreement and the other Loan Documents, Borrowers agree to borrow from the Lenders and each Lender agrees
to lend to Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement.
If more than one Lender is a party hereto, the obligations of each such Lender with respect to the amount it has agreed to loan
to Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each
advance.


 


(a)          The
maximum aggregate amount of the Loan shall not exceed the lesser of (i) Fifty-Three Million One Hundred Fifty-Four Thousand Six
Hundred and No/100 Dollars ($53,154,600.00), (ii) sixty percent (60%) of the “as-is” fair market value for the Projects
as determined in an Appraisal, (iii) sixty percent (60%) of the total actual cost (including closing costs and reserves) of the
Projects as shown in the applicable closing statements, and (iv) such amount as will result in a Debt Service Coverage of at least
(A) 1.40 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Place Project as shown in an Appraisal, and
(B) 1.35 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Grand Project as shown in an Appraisal. The
Loan will be funded in one or more advances commencing on the Loan Opening Date. The Loan is non-revolving, and amounts repaid
hereunder shall not be available for further borrowing hereunder.


 


(b)          The
Lenders agree, upon Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided
no Material Adverse Change has occurred with respect to any Borrower, Guarantor or Project and no default or Event of Default has
occurred and is continuing hereunder, to open the Loan, subject to the other provisions of this Agreement, and fund a first advance
of $28,860,000.00 (the “Initial Funding”) of the Loan in connection with the Sumter Place Project. The Sumter
Grand Project Holdback and the Debt Service Reserve shall be available to Borrowers for (i) the closing of the acquisition of the
equity in the Summer Grand Borrower by Sentio Holdings subject to the conditions set forth in (c) below, and (ii) the purposes
set forth in Section 10.1(dd).


 


(c)          After
the Loan Opening Date, Borrowers shall be entitled to additional advances of the under the Loan upon receipt of written request
for disbursement and satisfaction of the conditions thereto as set forth herein and, with respect to the Debt Service Reserve,
in Section 10.1(dd). Within seven (7) Business Days after the written request by Borrowers for the disbursement by Lenders
of any portion of the Sumter Grand Project Holdback, the Lenders shall fund the Sumter Grand Project Holdback to Borrowers, provided
that (i) no Material Adverse Change has occurred with respect to any Borrower, Guarantor or Project, (ii) no Event of Default and
no material default exists hereunder or under any other Loan Document, (iii) all representations and warranties of Borrowers hereunder
shall be deemed remade as of the requested date of funding, and (vi) Agent has received evidence satisfactory to Agent that all
conditions set forth in Section 8.1 and 8.3 are fully satisfied as of the applicable disbursement date.


 




    	SECURED LOAN AGREEMENT	Page 13



    	 



    

 


(d)          Borrowers
and Sumter Place Operator shall open deposit accounts for each Project with Agent (such account of Sumter Place Borrower shall
be the “Project Rent Account” and of Sumter Place Operator and Sumter Grand Borrower shall each be a “Project
Operating Account”). Thereafter, all rent received by Sumter Place Borrower under the Sumter Place Operating Sublease
shall be deposited in the Project Rent Account and all cash flow from each Project received by Sumter Grand Borrower and Sumter
Place Operator shall be deposited in the applicable Project Operating Account. During the existence of an Event of Default, all
such rent and cash flow shall be available for payment of debt service on the Loan, and Agent, for the pro rata benefit of the
Lenders, is authorized to pay principal or interest due upon the Notes during the existence of an Event of Default as well as real
estate taxes if the same are not paid by the applicable Borrower or Sumter Place Operator prior to delinquency by debiting funds
on deposit in the Project Rent Account and the Project Operating Accounts. Unless an Event of Default shall exist, Borrowers and
Sumter Place Operator shall have access to and may use any or all the funds then held in the Project Rent Account or the Project
Operating Accounts, respectively, for any lawful purpose which shall include, without limitation, payment of the operating expenses
for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors as permitted under the provisions
of this Agreement, including, without limitation, Section 10.1(w).


 


4.2.        Loan
Documents.


 


Each Borrower agrees that
it will, on or before the Loan Opening Date, execute and deliver or cause to be executed and delivered to Agent the following documents
in form and substance acceptable to Agent:


 


(a)          One
or more promissory notes (the “Notes”), in the maximum amount of the Loan, executed by Borrowers and payable
to the order of each Lender in the amount of such Lender’s Commitment.


 


(b)          A
Leasehold Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Sumter Place Mortgage”),
executed by Sumter Place Borrower in favor of Agent for the benefit of the Lenders securing this Agreement, the Notes, and all
obligations of Borrowers in connection with the Loan, granting a leasehold mortgage on Sumter Place Borrower’s leasehold
estate in the Sumter Place Project, subject only to the Sumter Place Permitted Exceptions.


 


(c)           A
Guaranty Agreement ( the “Sentio Guaranty”) executed by Sentio and pursuant to which Sentio guarantees the “Guaranteed
Indebtedness” as such term is therein defined.


 


(d)          A
Payment Guaranty from Sumter Place Operator (collectively the “Operator Guaranty”) pursuant to which Sumter
Place Operator guarantees, on a joint and several basis, the “Guaranteed Indebtedness” as such term is therein defined.


 


(e)           One
environmental indemnity for each Project (collectively, the “Indemnity”) from the applicable Borrower and Guarantors
indemnifying Agent and the Lenders with regard to all matters related to Hazardous Materials and other environmental matters for
each such Project.


 


(f)           The
Assignments of Rents for the Sumter Place Project.


 


(g)          A
security agreement executed by the Sumter Place Operator pursuant to which the Sumter Place Operator pledges all of its interests
in the Sumter Place Project as collateral security for the obligations of Borrowers under the Loan Documents.


 


(h)          That
certain Assignment of Notes, Mortgage, Security Agreement and Financing Statement and Assignment of Leases and Rents (the “Assignment
of Notes and Mortgage”), executed by Community & Southern Bank in favor of Agent assigning to Agent, among other
things, the Original Notes and the Original Mortgage.


 


(i)           Such
UCC financing statements as Agent’s counsel determines are advisable or necessary to perfect or notify third parties of the
security interests intended to be created by the Loan Documents.


 


(j)           Such
other documents, instruments or certificates as Agent and its counsel may reasonably require, including such documents as Agent
in its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Agreement and the Loan Documents,
and to comply with the laws of the State.


 




    	SECURED LOAN AGREEMENT	Page 14



    	 



    

 


4.3.        Term
of the Loan.


 


(a)          Unless
the Loan is otherwise earlier accelerated as permitted herein or under any other Loan Document, all principal, interest and other
sums due under the Loan Documents shall be due and payable in full on the Original Maturity Date, subject to the Extension Option.
The terms and provisions of this Section 4.3 (and any extension of the Original Maturity Date pursuant hereto) shall
not constitute a waiver of the requirement that any modification of the Note or any of the Loan Documents shall require the express
written approval of Agent, no such approval (either expressed or implied) having been given as of the date hereof (other than as
expressly set forth herein). The Extension Option shall automatically expire and terminate, and shall thereafter be null and void,
if Borrowers do not duly elect such Extension Option expressly in accordance therewith.


 


(b)          Borrowers
shall have the right to extend the Original Maturity Date through the Extended Maturity Date (“Extension Option”)
provided that Borrowers satisfy the following conditions precedent:


 


(i)            The
delivery by Borrowers to Agent not less than thirty (30) days prior to the Original Maturity Date (but not more than ninety (90)
days prior to such Original Maturity Date) of written notice of Borrower’s election to exercise the extension of the Original
Maturity Date (which notice shall also represent and warrant that as of the date thereof there shall exist no uncured Event of
Default or any event which, with the passage of time or the giving of notice, would constitute an Event of Default;


 


(ii)          As
of the Original Maturity Date, there shall exist no uncured Event of Default or any event which, with the passage of time or the
giving of notice, would constitute an Event of Default;


 


(iii)          Borrowers
shall, on the Original Maturity Date, pay to Agent, for the benefit of the Lenders, of an extension fee in an amount equal to the
product of twenty-five basis points (0.25%) times the Loan Amount;


 


(iv)         Borrowers
shall have delivered to Agent evidence satisfactory to Agent that (A) that the fair market value for the Projects on an “as
is” basis as shown in a current Appraisal is not less than an amount such that the Loan Amount as of the Original Maturity
Date is equal to or less than sixty percent (60%) of such value, and (B) each Project has achieved a Debt Service Coverage of at
least (1) 1.40 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Place Project for the most recently
ended quarter, and (2) 1.35 to 1.00 calculated based upon the “as-stabilized” NOI for Sumter Grand Project for the
most recently ended quarter; and


 


(v)          Borrowers
shall pay all reasonable expenses not to exceed $5,000.00, including (without limitation) reasonable attorneys’ fees and
legal expenses, incurred by Agent in connection with determining whether the conditions set forth in this Agreement are fully satisfied
and the resulting granting of or refusal to grant the Extension Option by the Lenders (and in connection with the preparation and
execution of any documentation therefor).


 


4.4.        Prepayments.


 


Borrowers shall have the
right to make prepayments of the Loan, in whole or in part, without prepayment penalty other than any Breakage Costs so long as
each such prepayment is made (i) upon not less than seven (7) days’ prior written notice to Agent, and (ii) in minimum increments
of $500,000.00. No prepayment of all or part of the Loan shall be permitted unless same is made together with the payment of all
interest accrued on the Loan through the date of prepayment and an amount equal to all Breakage Costs and attorneys’ fees
and disbursements incurred by each Lender as a result of the prepayment.


 




    	SECURED LOAN AGREEMENT	Page 15



    	 



    

 


4.5.        Required
Principal Payments.


 


In addition to and not in
lieu of each monthly interest payment required under Section 5.1(a), if Borrowers exercise the Extension Option in accordance
herewith, principal under the Notes shall be due and payable in monthly installments, commencing on January 10, 2018, and continuing
on the tenth (10th) day of each successive month thereafter until the Extended Maturity Date. Each such installment
shall be in an amount sufficient to fully amortize the Loan on a thirty (30) year amortization schedule at per annum interest rate
of six and one-half percent (6.5%). Notwithstanding anything to the contrary, the aggregate outstanding balance of the Loan plus
all accrued but unpaid interest shall be due and payable in full on the Final Maturity Date.


 


4.6.        Late
Charge.


 


Any and all amounts due hereunder
or under the other Loan Documents which remain unpaid more than ten (10) days after the date said amount was due and payable shall
incur a fee (the “Late Charge”) of four percent (4%) of said amount, which payment shall be in addition to all
of Lenders’ other rights and remedies under the Loan Documents, provided that no Late Charge shall apply to the final payment
of principal on the Final Maturity Date.


 


ARTICLE
5

INTEREST


 


5.1.        Interest
Rate.


 


(a)          The
Loan will bear interest at the Applicable Rate, unless the Default Rate is applicable. Except as expressly provided herein, the
Adjusted LIBOR Rate shall be the “Applicable Rate”. Borrowers shall pay interest in arrears on the tenth (10th)
day of every calendar month in the amount of all interest accrued and unpaid. All payments (whether of principal or of interest)
shall be deemed credited to Borrowers’ account only if received by 12:00 noon Brooklyn, Ohio, time on a Business Day; otherwise,
such payment shall be deemed received on the next Business Day.


 


(b)          If
Agent determines in its reasonable discretion (i) that Dollar deposits in an amount approximately equal to the Loan for the designated
LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii)
that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining
a LIBOR Rate on such portion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting
the London interbank market generally, (iii) that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an
Adjusted LIBOR Rate would be in excess of the maximum interest rate which Borrowers may by law pay, then, in any such event, Agent
shall so notify Borrowers and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as
of the date of such notification with respect to an event described in clause (ii) or (iv) above, or as of the expiration of the
applicable LIBOR Rate Interest Period with respect to an event described in clause (i) or (iii) above, bear interest at the Adjusted
Base Rate (or such lower rate as required by applicable law) until such time as the situations described above are no longer in
effect or can be avoided, at which time the Loan shall again accrue interest at the Adjusted LIBOR Rate. At no time may there be
more than three (3) LIBOR Rate Interest Periods in effect with respect to the Loan.


 


(c)          Interest
at the Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year,
including the first date of the applicable period to, but not including, the date of repayment.


 


(d)          Borrowers
shall pay all Breakage Costs incurred from time to time by Lenders upon demand.


 


(e)          If
the introduction of or any change in any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at
an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in
the London interbank market, or to give effect to its obligations regarding the accrual of interest on the Loan at the Adjusted
LIBOR Rate as contemplated by the Loan Documents, then (1) Agent shall notify Borrowers that Lenders are no longer able to maintain
the Applicable Rate at an Adjusted LIBOR Rate, (2) the Applicable Rate for any portion of the Loan for which the Applicable Rate
is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (3) Borrowers shall pay to Agent
the amount of Breakage Costs (if any) incurred in connection with such conversion. Thereafter, the Loan shall accrue interest at
the Adjusted Base Rate until such time as the situation described herein is no longer in effect or can be avoided, at which time
the Loan shall again accrue interest at the Adjusted LIBOR Rate.


 




    	SECURED LOAN AGREEMENT	Page 16



    	 



    

 


(f)          The
Loan shall bear interest at the Default Rate upon the election of the Lenders at any time at which an Event of Default shall exist.


 


ARTICLE
6

COSTS OF MAINTAINING LOAN


 


6.1.        Increased
Costs and Capital Adequacy.


 


(a)          Borrowers
recognize that the cost to the Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrowers agree to pay
Agent for the pro rata benefit of the Lenders additional amounts to compensate the Lenders for any increase in its actual costs
incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable
from Borrowers as a result of:


 


(i)           any
change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or
by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Agent (other than taxes
imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any
reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or
any other acquisition of funds for loans by Lenders (which includes the Loan or any applicable portion thereof), or (C) imposing
on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the
foregoing is to increase the cost to such Lender of maintaining the Loan or any portion thereof or to reduce the amount of any
sum received or receivable from Borrower by Lenders under the Loan Documents; or


 


(ii)          the
maintenance by any Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal
Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable
portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the
terms hereof).


 


(b)          If
the application of any Law, rule, regulation or guideline adopted or arising out of the July, 1988 report of the Basel Committee
on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”,
or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change
after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental
Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender,
with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has the effect of reducing the rate of return on Lender’s capital to a level below that which
Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of
Lender with respect to capital adequacy), then, from time to time Borrowers shall pay to Lender such additional amounts as will
compensate Lender for such reduction with respect to any portion of the Loan outstanding.


 


(c)          Any
amount payable by Borrowers under subsection (a) or subsection (b) of this Section 6.1 shall be paid within
ten (10) days of receipt by Borrowers of a certificate signed by an authorized officer of Agent setting forth the amount due and
the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers, absent manifest
error. Failure on the part of Agent to demand payment from Borrowers for any such amount attributable to any particular period
shall not constitute a waiver of each Lender’s right to demand payment of such amount for any subsequent or prior period.
Agent shall use reasonable efforts to deliver to Borrowers prompt notice of any event described in subsection (a) or (b)
above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis
of calculation of such amount; provided, however, that any failure by Agent to so notify Borrowers shall not affect
Borrowers’ obligation to pay the reserve and capital adequacy payment resulting therefrom.


 




    	SECURED LOAN AGREEMENT	Page 17



    	 



    

 


6.2.        Borrower
Withholding.


 


If by reason of a change
in any applicable Laws occurring after the date hereof, any Borrower is required by Law to make any deduction or withholding in
respect of any taxes (other than taxes imposed on or measured by the net income of any Lender or any franchise tax imposed on any
Lender), duties or other charges from any payment due under the Notes, the sums due from such Borrower in respect of such payment
shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Lender receives and
retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.


 


ARTICLE
7

LOAN EXPENSE AND ADVANCES


 


7.1.        Loan
and Administration Expenses.


 


Each Borrower unconditionally
agrees to pay all reasonable expenses of the Loan, including all amounts payable pursuant to Sections 7.2 and 7.3 and
any and all other fees owing to Agent or any Lender pursuant to the Loan Documents, and also including, without limiting the generality
of the foregoing, all recording, filing and registration fees and charges, mortgage or documentary taxes, all insurance premiums,
title insurance premiums and other charges of each Title Insurer, printing and photocopying expenses, survey fees and charges,
cost of certified copies of instruments, cost of premiums on surety company bonds and the Title Policies, at the promulgated rates,
if applicable, charges of a Title Insurer or other escrowee for administering disbursements, all fees and costs of Agent’s
Environmental Report, all appraisal fees, insurance consultant’s fees, travel related expenses and all costs and expenses
incurred by Agent in connection with the determination of whether or not Borrowers have performed the obligations undertaken by
Borrowers hereunder or have satisfied any conditions precedent to the obligations of each Lender hereunder and, if any default
or Event of Default occurs hereunder or under any of the Loan Documents or if the Loan or the Notes or any portion thereof is not
paid in full when and as due, all costs and expenses of Lenders (including, without limitation, court costs and counsel’s
fees and disbursements) incurred in attempting to enforce payment of the Loan and expenses of Agent and each Lender incurred (including
court costs and counsel’s fees and disbursements) in attempting to realize, while a default or Event of Default exists, on
any security or incurred in connection with the sale or disposition (or preparation for sale or disposition) of any security for
the Loan. Each Borrower agrees to pay all brokerage, finder or similar fees or commissions payable in connection with the transactions
contemplated hereby and shall indemnify and hold Agent and the Lenders harmless against all claims, liabilities, costs and expenses
(including reasonable attorneys’ fees and expenses) arising in relation to any claim by broker, finder or similar person.


 


7.2.        Lender’s
Attorneys’ Fees and Disbursements.


 


Borrowers agree to pay the
reasonable attorneys’ fees of the Lenders and disbursements incurred in connection with the Loan, including (i) the
preparation of this Agreement, any intercreditor agreements and the other Loan Documents and the preparation of the closing binders,
(ii) the disbursement, syndication, amendment and administration of the Loan and (iii) the enforcement of the terms of this Agreement
and the other Loan Documents.


 


7.3.        Time
of Payment of Fees and Expenses.


 


Borrowers shall pay all expenses
and fees incurred as of the Loan Opening on the Loan Opening Date (unless sooner required herein). At the time of the Opening of
the Loan, Agent may pay from the proceeds of the initial disbursement of the Loan all Loan expenses. Agent is hereby authorized,
without any specific request or direction by Borrowers, to make disbursements from time to time in payment of or to reimburse Agent
for all reasonable Loan expenses and fees.


 


7.4.        Expenses
and Advances Secured by Loan Documents.


 


Any and all advances or payments
made by any Lender under this Article 7 from time to time, and any amounts expended by Agent pursuant to this Agreement,
shall, as and when advanced or incurred, constitute additional indebtedness evidenced by the Notes and secured by the Mortgage
and the other Loan Documents.


 




    	SECURED LOAN AGREEMENT	Page 18



    	 



    

 


7.5.        Right
of Lender to Make Advances to Cure Borrowers’ Defaults.


 


In the event that any Borrower
fails to perform any of such Borrower’s covenants, agreements or obligations contained in this Agreement or any of the other
Loan Documents (after the expiration of applicable grace periods, except in the event of an emergency or other exigent circumstances),
Agent may (but shall not be required to) perform any of such covenants, agreements and obligations, and any amounts expended by
Agent in so doing and shall constitute additional indebtedness evidenced by the Notes and secured by the Mortgages and the other
Loan Documents and shall bear interest at the Default Rate.


 


ARTICLE
8

REQUIREMENTS PRECEDENT

TO THE OPENING OF THE LOAN AND ANY SUBSEQUENT DISBURSEMENT


 


8.1.        Conditions
Precedent to Closing and Opening of the Loan.


 


Borrowers agree that the
obligation of the Lenders’ to open the Loan is conditioned upon Borrowers’ performance and satisfaction of the following
conditions precedent in form and substance satisfactory to Agent in its reasonable discretion:


 


(a)          Borrowers
shall have furnished to Agent ALTA Mortgagee Title Insurance Policies, issued by the Title Insurer in the maximum amount of the
Loan Allocation for each Project, insuring the lien of each applicable Mortgage as a valid first, prior and paramount lien upon
the applicable Project and all appurtenant easements, and subject to no exceptions other than the applicable Permitted Exceptions
(collectively, the “Title Policies”). The Title Policies shall satisfy the requirements of Exhibit C
attached hereto and made a part hereof;


 


(b)          Borrowers
shall have furnished an ALTA plat of survey of each applicable Project prepared and certified by a surveyor licensed in the state
in which the respective Land is located and otherwise satisfactory to Agent, in triplicate, showing, through the use of course
bearings and distances, (i) all foundations of the Improvements in place; (ii) the dimensions and locations of all easements
and roads or rights of way and setback lines, if any, affecting each Project, or required by subsection (i) of this
Section and that the same are unobstructed; (iii) the dimensions, boundaries and square footage of the applicable Improvements,
if any; (iv) that all foundations and other structures are within the lot lines and in compliance with any restrictions of
record or ordinances relating to the location thereof; (v) the dimensions of all buildings and improvements, if any, and distance
of such buildings and improvements from the lot lines; (vi) no encroachments by any improvements located on adjoining property,
except as approved by Agent; (vii) whether or not the applicable Project is located within a flood plain or flood hazard area;
(viii) the location of adjoining streets and utilities and the distance and name of the nearest intersecting streets; (ix) the
dimensions and locations of all exterior parking areas, if any; and (x) such additional information which may be required
by Agent. Each such survey shall be dated no earlier than ninety (90) days prior to the Loan Opening, shall be made (and certified
to have been made) as set forth in Exhibit D attached hereto and made a part hereof. Such survey shall include the legal
description of the applicable Land;


 


(c)          Borrowers
shall have furnished to Agent prior to the Loan Opening Date satisfactory evidence that insurance coverages are in effect with
respect to each applicable Project and Sumter Place Operator and Borrowers, in accordance with the Insurance Requirements attached
hereto as Exhibit E, for which the premiums have been fully prepaid with endorsements satisfactory to Agent;


 


(d)          Borrowers
shall have furnished evidence that no litigation or proceedings shall be pending or, to the best of Borrowers’ knowledge,
threatened in writing which could or might cause a Material Adverse Change with respect to any Borrower, Guarantor, or Project;


 


(e)          Borrowers
shall have furnished to Agent an opinion from counsel for Borrowers and Guarantors covering due authorization, execution and delivery
and enforceability of the Loan Documents and also containing such other legal opinions as Agent shall require;


 


(f)          Agent
shall have obtained one or more Appraisals, which Appraisals must be satisfactory to Agent in all respects;


 




    	SECURED LOAN AGREEMENT	Page 19



    	 



    

 


(g)          Borrowers
shall have furnished to Agent a property condition report for each Project;


 


(h)          Borrowers
shall have furnished to Agent current bankruptcy, federal tax lien and judgment searches and searches of all Uniform Commercial
Code financing statements filed in each place UCC Financing Statements are to be filed hereunder, demonstrating the absence of
adverse claims;


 


(i)           Borrowers
shall have furnished to Agent current annual financial statement of Sentio, and such other persons or entities connected with the
Loan as Agent may request, each in form and substance and certified by Borrowers or Sentio, as applicable, as acceptable to Agent.
Sentio shall provide such other additional financial information Agent reasonably requires;


 


(j)           Borrowers
shall have furnished to Agent legible copies of all title exception documents cited in the Title Policy and all other legal documents
affecting each applicable Project or the use thereof;


 


(k)          Agent
has received evidence that no portion of the Projects is located in an area designated by the Secretary of Housing and Urban Development
as a special flood hazard area, or flood hazard insurance acceptable to Agent in its sole discretion;


 


(l)           If
any Title Policy does not include a zoning endorsement, Borrowers shall have furnished to Agent a zoning report for each applicable
Project in form satisfactory to Agent;


 


(m)          Borrowers
shall have furnished to Agent proof satisfactory to Agent of authority, formation, organization and good standing in the state
of its incorporation or formation and, if applicable, qualification as a foreign entity in good standing in the state of its incorporation
or formation, of all corporate, partnership, trust and limited liability company entities (including each Borrower and Guarantor)
executing any Loan Documents, whether in their own name or on behalf of another entity. Borrower shall also provide certified resolutions
in form and content satisfactory to Agent, authorizing execution, delivery and performance of the Loan Documents, and such other
documentation as Agent may reasonably require to evidence the authority of the persons executing the Loan Documents;


 


(n)          Borrowers
shall have furnished an environmental report (“Environmental Report”) for each applicable Project prepared at
Borrowers’ expense by a qualified environmental consultant approved by Agent. The environmental survey shall, at a minimum,
(a) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at
each Project, except as acceptable to Agent in its sole and absolute discretion, (b) include the results of all sampling or monitoring
to confirm the extent of existing or potential Hazardous Material contamination at any Project, including the results of leak detection
tests for each underground storage tank located at such Project, if any, (c) describe response actions appropriate to remedy any
existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm
that any prior removal of Hazardous Material or underground storage tanks from any Project was completed in accordance with applicable
Laws, and (e) confirm whether or not the Land is located in a wetlands district;


 


(o)          Borrowers
shall have delivered to Agent a copy of the executed Sumter Place Operating Sublease;


 


(p)          There
shall be no uncured Default or Event of Default by any Borrower hereunder;


 


(q)          Borrowers
shall have delivered to Agent copies of the current licenses for each applicable Project;


 


(r)           Borrowers
shall have delivered to Agent a pro forma covenant compliance certificate in the form attached hereto as Exhibit G;


 


(s)           Borrowers
shall have delivered to Agent fully executed and complete copies of the Sumter Place Ground Lease and the Sumter Grand Ground Lease;


 




    	SECURED LOAN AGREEMENT	Page 20



    	 



    

 


(t)           Borrowers
shall have delivered to Agent fully executed ground lessor estoppels and consents for each Project; and


 


(u)          Borrowers
shall have furnished to Agent such other materials, documents, papers or requirements regarding any Project, Borrowers and Guarantor
as Agent shall reasonably request.


 


The conditions contained in this Section
8.1 are for the sole benefit of the Lenders, and Agent, on behalf of the Lenders, may, in its sole discretion, waive Borrowers’
compliance with any one (1) or more conditions; provided, that, in no event shall the waiver of one (1) condition by Agent constitute
the waiver of any other condition listed above.


 


8.2.        Monthly
Payouts.


 


After the Opening of the
Loan, further disbursements of the Loan shall be made from time to time, but no more frequently than once in each calendar month
at Lender’s sole discretion (other than with respect to the acquisition of the Sumter Grand Project in which case the Borrowers
may obtain two disbursements during the applicable month) and subject to Section 4.1(c); provided, however, that the obligation
of the Lenders to fund any disbursements for the Sumter Grand Project shall terminate on February 28, 2015. Thereafter, only amounts
under the Debt Service Reserve shall be available to Borrowers in accordance with the other provisions of this Agreement.


 


8.3.        Documents
to be Furnished for Each Disbursement.


 


As a condition precedent
to each disbursement of a portion of the Sumter Grand Holdback, Borrowers shall furnish or cause to be furnished to Agent the following
documents covering each disbursement, in form and substance satisfactory to Lender:


 


(a)          A
completed Borrower’s Certificate executed by an Authorized Representative in the form of Exhibit I attached hereto
or such other form as may be approved by Agent;


 


(b)          A
completed pro forma covenant compliance certificate in the form attached hereto as Exhibit G;


 


(c)          The
Sumter Grand Mortgage;


 


(d)          The
applicable Assignment of Rents for Sumter Grand Project;


 


(e)           A
joinder in form acceptable to Agent pursuant to which Sumter Grand Borrower assumes all obligations of a borrower under the Loan
Documents and joins therein as a “Borrower” for all purposes.


 


(f)           An
assignment and subordination of the management agreement for the applicable Project in form and substance satisfactory to Agent
in all respects;


 


(g)          The
items covered in subparagraphs a, b, c, e, f, g, j, k, l, n, o and q of Section 8.1 for the Grand Project; and


 


(h)          Such
other instruments, documents and information the Title Insurer may reasonably request.


 


Disbursements shall be made approximately seven
(7) Business Days after receipt of all information required by Lender to approve the requested disbursements.


 




    	SECURED LOAN AGREEMENT	Page 21



    	 



    

 


ARTICLE
9

RESERVED


 


ARTICLE
10

BORROWERS’ AGREEMENTS


 


10.1.      Borrowers
further covenant and agree as follows:


 


(a)          Opening
of Loan on the Loan Opening Date. All conditions precedent to the Opening of the Loan shall be complied with on or prior to
the Loan Opening Date. If such conditions are not complied with as of the Loan Opening Date, Agent may at its sole option terminate
the obligation of the Lenders to fund the Loan by written notice to Borrowers.


 


(b)          Inspection
by Agent. Subject to the provisions of the Ground Leases, Borrowers will cooperate with Agent in arranging for inspections
by representatives of Agent from time to time provided, that unless an Event of Default exists, upon twenty-four (24) hours prior
notice to Borrowers. Such inspection shall include an examination of (i) the Improvements, and (ii) all books, contracts and records
with respect to the Improvements.


 


(c)          Mechanics’
Liens and Contest Thereof. Borrowers will not suffer or permit any mechanics’ lien claims to be filed or otherwise asserted
against any Project, and will promptly discharge the same in case of the filing of any claims for lien or proceedings for the enforcement
thereof, provided, however, that Borrowers shall have the right to contest in good faith and with reasonable diligence
the validity of any such lien or claim upon furnishing to the Title Insurer such security or indemnity as it may require to induce
said Title Insurer to issue an endorsement to the Title Policy insuring against all such claims or liens; and provided further,
that the aggregate amount of liens so insured against at any time shall not exceed $25,000.00 for any one Project or $150,000.00
in the aggregate without Agent’s prior written consent.


 


(d)          Settlement
of Mechanics’ Lien Claims. If Borrowers shall fail promptly either (i) to discharge any such lien, or (ii) to
contest claims asserted and give security or indemnity in the manner provided in subsection (c) of this Section, or
having commenced to contest the same, and having given such security or indemnity, shall fail to prosecute such contest with diligence,
or to maintain such indemnity or security so required by the Title Insurer for its full amount, or upon adverse conclusion of any
such contest, to cause any judgment or decree to be satisfied and lien to be released, then and in any such event Agent may, at
its election (but shall not be required to), procure the release and discharge of any such claim and any judgment or decree thereon
and, further, may in its sole discretion effect any settlement or compromise of the same, or may furnish such security or indemnity
to the Title Insurer, and any amounts so expended by Agent or any Lender, including premiums paid or security furnished in connection
with the issuance of any surety company bonds, shall be deemed to constitute disbursement of the proceeds of the Loan hereunder.
In settling, compromising or discharging any claims for lien, Agent shall not be required to inquire into the validity or amount
of any such claim.


 


(e)          Renewal
of Insurance. Borrowers shall maintain, or cause, with respect to Sumter Place Project, Sumter Place Operator to maintain,
insurance policies to be maintained in compliance with Exhibit E at all times. Borrowers shall timely pay, or cause the
Operators to pay, all premiums on all insurance policies required hereunder, and as and when additional insurance is required by
Agent, from time to time, and as and when any policies of insurance may expire, furnish to Agent, premiums prepaid, additional
and renewal insurance policies with companies, coverage and in amounts satisfactory to Agent in accordance with Section 8.1(c).


 


(f)           Payment
of Taxes. Borrowers shall pay, or cause to be paid, all real estate taxes and assessments and charges of every kind upon the
Projects before the same become delinquent, provided, however, that Borrowers shall have the right to pay such tax under protest
or to otherwise contest any such tax or assessment, but only if (i) such contest has the effect of preventing the collection
of such taxes so contested and also of preventing the sale or forfeiture of the Project or any part thereof or any interest therein,
(ii) Borrowers have notified Agent of their intent to contest such taxes, and (iii) Borrowers have deposited security
in form and amount satisfactory to Agent, in its sole discretion. If Borrowers fail to commence such contest or, having commenced
to contest the same, and having deposited such security required by Agent for its full amount, shall thereafter fail to prosecute
such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay such tax,
assessment or charge, Agent, on behalf of the Lenders, may, at its election (but shall not be required to), pay and discharge any
such tax, assessment or charge, and any interest or penalty thereon, and any amounts so expended by Agent shall be deemed to constitute
disbursements of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face amount of the Notes).
Borrowers shall furnish to Agent evidence that taxes are paid at least five (5) days prior to the last date for payment of such
taxes and before imposition of any penalty or accrual of interest.


 




    	SECURED LOAN AGREEMENT	Page 22



    	 



    

 


(g)          Escrow
Accounts. During the continuance of an Event of Default, Borrowers shall, following the written request of Agent and for so
long as such Event of Default is continuing, make insurance and tax escrow deposits, in amounts reasonably determined by Agent
from time to time as being needed to pay taxes and insurance premiums when due, in an interest bearing escrow account held by Agent
in Agent's name and under its sole dominion and control. All payments deposited in the escrow account, and all interest accruing
thereon, are pledged as additional collateral for the Loan. Notwithstanding Agent's holding of the escrow account, nothing herein
shall obligate Agent or any Lender to pay any insurance premiums or real property taxes with respect to any portion of the Projects,
provided that, so long as no Event of Default exists, Agent shall make available to Borrowers such funds as may be deposited in
the escrow account from time to time for Borrowers' payment of insurance premiums or real property taxes due with respect to the
Projects.


 


(h)          Personal
Property. All of Borrowers’ personal property, fixtures, attachments and equipment delivered upon, attached to or used
in connection with the operation of the Projects shall always be located at the applicable Project and shall be kept free and clear
of all liens, encumbrances and security interests, except for equipment and vehicle lease financing in the ordinary course of business;
provided, however, that a Borrower may dispose of equipment that is either broken, worn out or obsolete in the ordinary course
of business provided that any such Borrower replaces such equipment with new equipment of at least comparable value and utility,
and a Borrower may dispose of equipment (for fair market value) that is no longer necessary for the operation of the Project.


 


(i)           Sumter
Place Operating Subleases. Sumter Place Borrower shall maintain the Sumter Place Operating Sublease in full force and effect
and timely perform all of its obligations thereunder and not permit the termination or any material amendment of the Sumter Place
Operating Sublease unless the prior written consent of Lenders is first obtained. Upon the occurrence of default by Sumter Place
Operator under the Sumter Place Operating Sublease that is not cured within applicable notice and cure periods, upon Lenders’
request, Borrowers shall promptly engage oversight management services from a management company reasonably acceptable to the Lenders.
In the event that bankruptcy or insolvency proceedings are instituted by or against the Sumter Place Operator, each Borrower shall
(to the extent permitted by the applicable bankruptcy court having jurisdiction over such proceedings), upon written instruction
received from Agent, terminate the Sumter Place Operating Sublease.


 


(j)           Defaults
Under Leases. Borrowers will not suffer or permit any breach or material default to occur in any of Borrowers’ obligations
under any of the Leases nor suffer or permit the same to terminate by reason of any failure of Borrowers to meet any requirement
of any Lease, which default or failure results in a Material Adverse Change, including, without limitation, under the Sumter Place
Operating Sublease.


 


(k)          Agent’s
Attorneys’ Fees for Enforcement of Agreement. In case of any default or Event of Default hereunder, Borrowers (in addition
to Agent’s reasonable attorneys’ fees, if any, to be paid pursuant to Section 7.3) will pay Agent’s
reasonable attorneys’ and paralegal fees (including, without limitation, any attorney and paralegal fees and costs incurred
in connection with any litigation or bankruptcy or administrative hearing and any appeals therefrom) in connection with the enforcement
of this Agreement; without limiting the generality of the foregoing, if at any time or times hereafter Agent or any Lender employs
counsel (whether or not any suit has been or shall be filed and whether or not other legal proceedings have been or shall be instituted)
for advice or other representation with respect to the Projects, this Agreement, or any of the other Loan Documents, or to protect,
collect, lease, sell, take possession of, or liquidate the Project, or to attempt to enforce any security interest or lien in any
portion of the Project, or to enforce any rights of Agent and each Lender or any of Borrowers’ obligations hereunder, then
in any of such events all of the reasonable attorneys’ fees arising from such services, and any expenses, costs and charges
relating thereto, shall constitute an additional liability owing by Borrowers to Agent and/or the applicable Lender, on a joint
and several basis, payable on demand.


 




    	SECURED LOAN AGREEMENT	Page 23



    	 



    

 


(l)           Appraisals.
No more than one time in every twelve (12) month period unless an Event of Default shall occur, Agent shall have the right to obtain
a new or updated Appraisal of any Project from time to time. Borrowers shall cooperate with Agent in this regard. If the Appraisal
is obtained to comply with any applicable law or regulatory requirement or an Event of Default exists, Borrowers shall pay for
any such Appraisal upon Agent’s request.


 


(m)          Furnishing
Information. Borrowers shall provide Lender or shall cause Guarantor to provide to Agent the following financial statements
and information on a continuing basis during the term of the Loan:


 


(i)           Within
one hundred twenty (120) days after the end of each calendar year, audited financial statements of Sentio on a GAAP basis (which
include balance sheet, income statement, cash flow statement and all supporting notes and a schedule of real estate);


 


(ii)          Within
forty-five (45) days after the end of each quarter, consolidated, unaudited interim financial statements of the operations of the
Projects, certified as true and correct by a financial officer of the Borrowers or Sumter Place Operator, prepared in accordance
with GAAP, for the quarter then ended and for the fiscal year to date, which such statements shall be accompanied by a covenant
compliance certificate in the form attached hereto as Exhibit G; 


 


(iii)         Within
forty-five (45) days after the end of each quarter, consolidated, unaudited interim financial statements of Borrowers, certified
as true and correct by a financial officer of Borrowers, prepared in accordance with GAAP, which statements shall include a consolidated
balance sheet and statement of income and expenses for the quarter then ended and for the fiscal year to date.


 


(iv)         On
an annual basis not later than 60 days after the end of Borrowers’ fiscal year, an updated annual operating budget for the
Borrowers for the next succeeding calendar year;


 


(v)          Upon
request of Agent, copies of all licensure survey reports and statements of deficiencies (with plans of correction attached thereto)
(based on availability and applicability).


 


(vi)         Within
three (3) days after receipt, any and all notices (regardless of form) from any and all licensing agency, that any Project’s
license or certification is being downgraded to a substandard category, revoked or suspended, or that action is pending or being
considered to downgrade to a substandard category, revoke or suspend a Project’s license or certification.


 


Agent reserves the right to require
that the annual and/or quarterly financial statements of Borrowers, or Guarantor be audited and prepared by a nationally recognized
accounting firm or independent certified public accounting firm acceptable to Lender, at their respective sole cost and expense,
if (i) an Event of Default exists, or (ii) if Lender has reasonable grounds to believe that the unaudited financial statements
do not accurately represent the financial condition of Borrowers or Guarantor as the case may be. Lender further reserves the right
to require such other financial information of Borrowers, Guarantor, and/or the Projects, at such other times (including monthly
or more frequently) as it shall deem necessary. All financial statements must be in the form and detail as Lender shall from time
to time reasonably request. Borrowers shall during regular business hours permit Agent or any of its agents or representatives
(after twenty-four hours prior notice to Borrowers unless an Event of Default exists) to have access to and examine all of its
books and records regarding the development and operation of each Project.


 


(n)          Lost
Note. Upon any Lender’s furnishing to Borrowers an affidavit to such effect, Borrowers shall, if the applicable Note
is mutilated, destroyed, lost or stolen, deliver to such Lender, in substitution therefor, a new note containing the same terms
and conditions as the such Note.


 




    	SECURED LOAN AGREEMENT	Page 24



    	 



    

 


(o)          INDEMNIFICATION.
BORROWERS SHALL INDEMNIFY AGENT, EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND
CONSULTANTS (EACH, AN “INDEMNIFIED PARTY”) AND DEFEND AND HOLD EACH INDEMNIFIED PARTY HARMLESS FROM AND AGAINST ALL
CLAIMS, INJURY, DAMAGE, LOSS AND LIABILITY, COST AND EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES, COSTS AND EXPENSES) OF
ANY AND EVERY KIND TO ANY PERSONS OR PROPERTY BY REASON OF (I) THE OPERATION OR MAINTENANCE OF THE PROJECT; (II) ANY
BREACH OF REPRESENTATION OR WARRANTY, DEFAULT OR EVENT OF DEFAULT; OR (III) ANY OTHER MATTER ARISING IN CONNECTION WITH THE LOAN,
ANY BORROWER OR PROJECT (EXPRESSLY INCLUDING, WITHOUT LIMITATION, TO THE EXTENT CAUSED BY THE NEGLIGENCE OF THE INDEMNIFIED PARTY).
NO INDEMNIFIED PARTY SHALL, HOWEVER, BE ENTITLED TO BE INDEMNIFIED AGAINST ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


(p)          No
Additional Debt. Except for the Loan, no Borrower shall incur any indebtedness (whether personal or nonrecourse, secured or
unsecured) other than customary trade payables paid within sixty (60) days after they are incurred and equipment and vehicle lease
financing in the ordinary course of business.


 


(q)          Compliance
With Laws. Each Borrower and Sumter Place Operator shall comply with all applicable requirements (including applicable Laws)
of any Governmental Authority having jurisdiction over such Borrower, Sumter Place Operator or any applicable Project where such
failure to comply would result in a Material Adverse Change.


 


(r)           Organizational
Documents. No Borrower nor Sumter Place Operator shall, without the prior written consent of Agent, permit or suffer (i) a
material amendment or modification of its organizational documents, (ii) the admission of any new member, partner or shareholder,
or (iii) any dissolution or termination of its existence.


 


(s)          Furnishing
Reports. Within thirty (30) days from receipt thereof, Borrowers shall provide Agent with copies of all inspections, reports,
test results and other information received by any Borrower or Sumter Place Operator which relate to any Project or any part thereof
in any material respect.


 


(t)           Management
Contracts. Borrowers shall not and shall not permit Sumter Place Operator to, enter into, modify in any material respect, amend
in any material respect, terminate or cancel any management agreement (or any other contract related to the management or operation
of any Project) for any Project or agreements with agents or brokers, without the prior written approval of Agent, which approval
shall not be unreasonably withheld by Agent.


 


(u)          Furnishing
Notices. Borrowers shall provide Agent with copies of all material notices pertaining to any Project received by any Borrower
from Sumter Place Operator, any Governmental Authority or insurance company within seven (7) Business Days after such notice is
received.


 


(v)          Alterations.
Without the prior written consent of Agent, which consent will be not be unreasonably withheld, Borrowers shall not make, or permit
to be made, any alterations with a total cost greater than $100,000 to any Project, other than alterations and improvements in
the ordinary course of business.


 


(w)          Distributions.
At all times while any indebtedness under the Loan remains outstanding, no Borrower nor Sumter Place Operator shall make any distributions
to partners, members or shareholders; provided, however, so long as no Event of Default exists as of the date of any such distribution
and after giving effect thereto, either Borrower and/or Sumter Place Operator shall have access to and may use any or all Monthly
Excess Cash Flow for any cash distribution. If an Event of Default occurs and is continuing, Agent, for the pro rata benefit of
the Lenders, may take all Monthly Excess Cash Flow and apply the same to the aggregate outstanding balance under the Loan Documents.
Notwithstanding the foregoing, Borrowers shall be permitted to make equity distributions as, and in an amount, necessary for Sentio
to maintain REIT status whether or not an Event of Default exists.


 


(x)           Minimum
Debt Service Coverage. Borrowers shall not permit the Debt Service Coverage for any applicable Project to be less than that
set forth on Schedule II attached hereto. Such covenant shall be tested on a quarterly basis commencing on March 31, 2015,
and continuing on the last day of each quarter thereafter until the Final Maturity Date. The calculation shall initially be based
upon a trailing three (3) months; provided, however, that commencing June 30, 2016, the calculation shall begin building each quarter
thereafter until a trailing twelve (12) months is achieved. If any Project shall fail to achieve the required Debt Service Coverage
for any applicable quarter, Borrowers may, up to three times during the term of the Loan, prepay a portion of the Loan in an amount
sufficient to cause the applicable Project to be in compliance.


 




    	SECURED LOAN AGREEMENT	Page 25



    	 



    

 


(y)          Lien
Searches. Without limiting the obligations of the Borrowers hereunder, Borrowers agree, within ten (10) days of Lender’s
written demand, to reimburse Agent for all expenses not to exceed $2,500 in any twelve (12) month period incurred by Agent in periodically
(up to one (1) time per year) verifying the performance of each Borrower of its obligations under the Loan Documents and the security
and priority of the Mortgages, including without limitation expenses incurred by Agent for title searches, title updates and endorsements,
tax and judgment lien searches, litigation searches, and UCC searches.


 


(z)           REIT
Status. Sentio shall maintain its status as a real estate investment trust at all times that any portion of the Loan is outstanding.


 


(aa)         Conduct
of Operations. Borrowers shall conduct, or cause Sumter Place Operator to conduct, the operation of each Project at all times
in a manner consistent with the level of operation of other similar skilled nursing facilities, including without limitation, the
following:


 


(i)            to
maintain the standard of care for the residents of the Project at all times at a level necessary to ensure quality care for the
residents of the Project in accordance with customary and prudent industry standards;


 


(ii)           to
operate the Project in a prudent manner and in substantial compliance with applicable laws and regulations relating thereto and
cause all permits, Reimbursement Contracts, and any other agreements necessary for the use and operation of the Project or, if
applicable, as may be necessary for participation in reimbursement programs (if any) to remain in effect without reduction in the
number of licensed units authorized for applicable reimbursement programs;


 


(iii)          to
maintain sufficient inventory and equipment of types and quantities at the Project to enable each Borrower and Sumter Place Operator
to perform operations of the Projects adequately;


 


(iv)          to
keep all improvements and equipment located on or used or useful in connection with each Project in good repair, working order
and condition, reasonable wear and tear excepted, and from time to time make all needed and proper repairs, renewals, replacements,
additions, and improvements thereto to keep the same in good operating condition;


 


(v)          generally
maintain sufficient cash in the operating accounts of the Projects in order to satisfy the working capital needs of the Projects;
and


 


(vi)         to
keep all required permits current and in full force and effect.


 


(bb)        Periodic
Surveys. Borrowers shall furnish or cause Sumter Place Operator to furnish to Agent, within twenty (20) days of receipt, a
copy of any licensing agency survey or report and any statement of deficiencies and/or any other report indicating that any action
is pending or being considered to downgrade any Project to a substandard category, and within the time period required by the particular
agency for furnishing a plan of correction also furnish or cause to be furnished to Agent a copy of the plan of correction generated
from such survey or report for any Project, and correct or cause to be corrected any deficiency, the curing of which is a condition
of continued licensure or for full participation in a reimbursement program pursuant to any Reimbursement Contract for existing
residents or for new residents to be admitted with coverage, by the date required for cure by such agency (plus extensions granted
by such agency).


 


(cc)        Anti-Kickback
Law. After consultation with counsel concerning the federal anti-kickback law (42 U.S.C.A. SEC. 1320a-7b(b)), neither Borrowers
nor their agents shall offer or give any remuneration or thing of value to any person to encourage referral to the Projects nor
will Borrowers or their agents solicit or receive any remuneration or thing of value in exchange for Borrowers’ agreement
to make referrals or to purchase goods or services for the Projects.


 




    	SECURED LOAN AGREEMENT	Page 26



    	 



    

 


(dd)        Debt
Service Reserve. From and after the Loan Opening Date, $5,100,000.00 (the “Debt Service Reserve”) of the
Loan shall be held back from the Loan. Borrowers may request a disbursement of such funds to pay any portion of the aggregate monthly
actual operating expenses of the Projects (including debt service on the Loan) in excess of the aggregate gross revenues of the
Projects for such period (an “Operating Deficit”) to the extent that the applicable seller fails to fund such
Operating Deficits in accordance with the agreement between such Person and Borrowers. Any such disbursement for Operating Deficits
shall be subject to Agent’s approval in its sole discretion. Furthermore, Borrower may obtain a disbursement of the Debt
Service Reserve in any event provided, that (i) the first $2,550,000.00 (less any amounts funded to pay Operating Deficits) shall
not be available for disbursement until the Sumter Grand Project achieves a NOI for the most recently ended quarter of not less
than $2,575,000.00, and (ii) the remaining $2,550,000.00 (the “DSR Second Tranche”) shall not be available for
disbursement until the Sumter Grand Project achieves a NOI for the most recently ended quarter of not less than $2,875,000.00.
Notwithstanding anything to the contrary, if the Sumter Place Project has not achieved a Debt Service Coverage of at least 1.40
at the time a request for disbursement is made which will reduce the Debt Service Reserve to an amount less than $1,000,000.00,
then $1,000,000.00 of the DSR Second Tranche shall be held back from any funding for Operating Deficits until the Sumter Place
Project achieves a Debt Service Coverage of at least 1.40 to 1.00 for a trailing three month period. Agent’s approval of
any request for release of any portion of the Debt Service Reserve shall be subject only to receipt of evidence satisfactory to
Agent that no Event of Default exists and of the amount of any Operating Deficit.


 


(ee)         Change
in Management. Borrower shall not permit a change in the management of Guarantor from a management team led by John Mark Ramsey
other than to an experienced seniors housing management team approved by Agent in its reasonable discretion.


 


(ff)          Relationships.
Except for indirect ownership interests in any Borrower as a result of ownership of publicly traded shares of stock of Sentio,
Borrowers will not allow a physician or other healthcare practitioner to have an ownership interest in a Borrower or any Project.


 


ARTICLE
11

CASUALTIES AND CONDEMNATION


 


11.1.      Agent’s
Election to Apply Proceeds on Indebtedness.


 


The Lenders may elect to
collect, retain and apply upon the indebtedness of Borrowers under this Agreement or any of the other Loan Documents all proceeds
of insurance or condemnation (individually and collectively referred to as “Proceeds”) after deduction of all
expenses of collection and settlement, including reasonable attorneys’ and adjusters’ fees and charges. Any proceeds
remaining after repayment of the indebtedness under the Loan Documents shall be paid by Agent to Borrowers.


 


11.2.      Borrowers’
Obligation to Rebuild and Use of Proceeds Therefor.


 


In case the Lenders do not
elect to apply or does not have the right to apply the Proceeds to the indebtedness, as provided in Section 11.1 above,
Borrower shall:


 


(a)          Proceed
with diligence to make settlement with insurers or the appropriate governmental authorities and cause the Proceeds to be deposited
with Agent;


 


(b)          In
the event of any delay in making settlement with insurers or the appropriate governmental authorities or effecting collection of
the Proceeds, deposit with Agent the full amount required to complete construction as aforesaid;


 


(c)          In
the event the Proceeds are insufficient to assure the Lenders that the Loan will be in balance, promptly deposit with Agent any
amount necessary to place the Loan in balance; and


 




    	SECURED LOAN AGREEMENT	Page 27



    	 



    

 


(d)          Promptly
proceed with the assumption of construction of such Improvements, including the repair of all damage resulting from such fire,
condemnation or other cause and restoration to its former condition.


 


Any request by Borrowers for a disbursement
by Agent of Proceeds and funds deposited by Borrowers shall be treated by Agent as if such request were for an advance of the Loan
hereunder, and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same
conditions precedent as would be applicable under this Agreement for an advance of the Loan.


 


ARTICLE
12

ASSIGNMENTS and/or transfers BY BORROWERS


 


12.1.      Prohibition
of Assignments and Transfers by Borrowers.


 


Borrowers shall not assign
or attempt to assign its rights under this Agreement and any purported assignment shall be void. Other than a Permitted Transfer,
without the prior written consent of Agent, in Agent’s sole discretion, Borrowers shall not suffer or permit the sale, transfer,
lease (other than the Operating Leases and in the ordinary course of business pursuant to residency agreements and without material
deviation from the pro forma rents previously provided by Borrowers to Agent), conveyance, alienation, pledge, assignment, encumbrance,
hypothecation or other disposition (a “Transfer”) of (i) all or any portion of any Project or any portion of
any other security for the Loan, (ii) all or any portion of any Borrower’s right, title and interest in and to any Project
or any portion of any other security for the Loan, or (iii) any interest in any Borrower or Operator or any interest in any entity
which holds an interest in, or directly or indirectly controls, any Borrower or Operator.


 


12.2.      Releases
of Collateral.


 


Notwithstanding the foregoing,
Borrowers shall have the right at any time to obtain release of any Project from the liens securing the Notes upon making the respective
payments set out hereunder and upon compliance with the following terms and conditions:


 


(a)          No
Event of Default or event which with the passing of time and/or giving of notice will constitute an Event of Default exists or
will exist after giving effect to the proposed release;


 


(b)          Borrowers
deliver to Agent for the benefit of the Lenders the Release Price for the applicable Project to be applied to the aggregate outstanding
principal balance under the Notes;


 


(c)          Agent
shall have received evidence satisfactory to Agent that (i) the aggregate "as-is" value of the remaining Project (based
upon the Appraisal delivered to Agent in connection with the closing of the Loan) exceeds the aggregate Loan Amount, after giving
effect to any pay down of the Loan in connection with the applicable release, such that the Loan Amount shall be less than or equal
to sixty percent (60%) of the aggregate “as stabilized” value for the remaining Project, and (ii) the Project Release
DSC for the remaining Projects is in excess of 2.00 to 1.00 for the three (3) month period immediately preceding the applicable
date of determination;


 


(d)          All
partial release documents shall be prepared at the expense of Borrowers and shall be in form and substance satisfactory to Agent.
Borrowers shall present to Agent a written request for a partial release, specifically identifying the Project to be released,
together with an appropriate partial release document required to be paid in order to entitle Borrowers to such partial release,
or escrow arrangements satisfactory to Agent for delivery of any partial release. Agent will execute, acknowledge and return the
partial release documents to Borrowers within five (5) business days after Agent's receipt of the above specified items. In connection
with and at the time of the partial release of a Project, Agent shall further release the applicable Borrower from any and all
liabilities and obligations under the Loan Documents which accrue from and after the date of such release, subject to any indemnity
obligations that expressly survive payment in full; and


 


(e)          Borrowers
shall reimburse Agent for all out-of-pocket fees and costs, including, without limitation, reasonable legal fees in connection
with the granting of such partial releases and shall provide Agent with any and all information reasonably requested by Agent with
respect to the Project to be released.


 




    	SECURED LOAN AGREEMENT	Page 28



    	 



    

 


12.3.      Prohibition
of Transfers in Violation of ERISA.


 


In addition to the prohibitions
set forth in Section 12.2 above, no Borrower shall assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose
of its interest or rights in this Agreement or in the Project, or attempt to do any of the foregoing or suffer any of the foregoing,
nor shall any party owning a direct or indirect interest in such Borrower assign, sell, pledge, encumber, transfer, hypothecate
or otherwise dispose of any of its rights or interest (direct or indirect) in such Borrower, attempt to do any of the foregoing
or suffer any of the foregoing, if such action would cause the Loan, or the exercise of any of the Lenders’ rights in connection
therewith, to constitute a prohibited transaction under ERISA or the Internal Revenue Code or otherwise result in any Lender being
deemed in violation of any applicable provision of ERISA. Each Borrower agrees to indemnify and hold Agent and each Lender free
and harmless from and against all losses, costs (including reasonable attorneys’ fees and expenses), taxes, damages (including
consequential damages) and expenses Agent or any Lender may suffer by reason of the investigation, defense and settlement of claims
and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in Lender’s sole judgment or by
reason of a breach of the foregoing prohibitions. The foregoing indemnification shall be a recourse obligation of each Borrower
and shall survive repayment of the Notes, notwithstanding any limitations on recourse contained herein or in any of the Loan Documents.


 


12.4.      Successors
and Assigns.


 


Subject to the foregoing
restrictions on transfer and assignment contained in this Article 12, this Agreement shall inure to the benefit of
and shall be binding on the parties hereto and their respective successors and permitted assigns.


 


ARTICLE
13

TIME OF THE ESSENCE


 


13.1.      Time
is of the Essence.


 


Borrowers agree that time
is of the essence under this Agreement.


 


ARTICLE
14

EVENTS OF DEFAULT


 


14.1.      Events
of Default.


 


The occurrence of any one
or more of the following shall constitute an “Event of Default” as said term is used herein:


 


(a)          Failure
of Borrowers (i) (x) to pay the aggregate outstanding balance under the Notes on the Final Maturity Date, (y) to make
any scheduled payment of principal (other than that required on the Final Maturity Date) or interest within ten (10) days after
the date when due or (z) to observe or perform any of the other covenants or conditions by any Borrower to be performed under
the terms of this Agreement or any other Loan Document concerning the payment of money, for a period of ten (10) days after written
notice from Lender that the same is due and payable; or (ii) for a period of thirty (30) days after written notice from Lender,
to observe or perform any non-monetary covenant or condition contained in this Agreement or any other Loan Documents; provided
that if any such failure concerning a non-monetary covenant or condition is susceptible to cure and cannot reasonably be cured
within said thirty (30) day period, then Borrowers shall have an additional sixty (60) days, so long as Borrowers have commenced
and is diligently pursuing a cure of the applicable default, and provided further that if a different notice or grace period is
specified under any other paragraph of this Article 14 with respect to a particular breach, the specific provision
shall control. No cure period shall be afforded to Borrowers’ failure to observe or perform any covenants or conditions contained
in Section 10.1(m), (p), (r), (w), (x), or (z).


 


(b)          Any
Transfer or other disposition in violation of Sections 12.2 or 12.3.


 


(c)          If
any warranty, representation, statement, report or certificate made now or hereafter by any Borrower or Guarantor is materially
untrue or materially incorrect at the time made or delivered, provided that if such breach is reasonably susceptible of cure, then
no Event of Default shall exist so long as Borrowers cure said breach (i) within the notice and cure period provided in (a)(i)
above for a breach that can be cured by the payment of money or (ii) within the notice and cure period provided in (a)(ii)
above for any other breach.


 




    	SECURED LOAN AGREEMENT	Page 29



    	 



    

 


(d)          Any
Borrower or Guarantor shall commence a voluntary case concerning any Borrower or Guarantor under Title 11 of the United States
Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto or any other present or future bankruptcy
or insolvency statute (the “Bankruptcy Code”); or an involuntary proceeding is commenced against any Borrower
or Guarantor under the Bankruptcy Code and relief is ordered against any Borrower or Guarantor, or the petition is controverted
but not dismissed or stayed within sixty (60) days after the commencement of the case, or a custodian (as defined in the Bankruptcy
Code) is appointed for or takes charge of all or substantially all of the property of any Borrower or Guarantor; or any Borrower
or Guarantor commences any other proceedings under any reorganization, arrangement, readjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar Law of any jurisdiction whether now or hereafter in effect relating to any Borrower or Guarantor;
or there is commenced against any Borrower or Guarantor any such proceeding which remains undismissed or unstayed for a period
of ninety (90) days; or any Borrower or Guarantor fails to controvert in a timely manner any such case under the Bankruptcy Code
or any such proceeding, or any order of relief or other order approving any such case or proceeding is entered; or any Borrower
or Guarantor by any act or failure to act indicates its consent to, approval of, or acquiescence in any such case or proceeding
or the appointment of any custodian or the like of or for it for any substantial part of its property or suffers any such appointment
to continue undischarged or unstayed for a period of ninety (90) days.


 


(e)          Any
Borrower or Guarantor shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due, or shall consent to the appointment of a receiver or trustee or liquidator of all of its property
or the major part thereof or if all or a substantial part of the assets of any Borrower or Guarantor are attached, seized, subjected
to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian or assignee
for the benefit of creditors.


 


(f)           If
any Borrower is enjoined, restrained or in any way prevented by any court order from operating any Project.


 


(g)          One
or more final, unappealable judgments are entered against any Borrower in amounts aggregating in excess of $150,000, and said judgments
are not paid, stayed or bonded over within thirty (30) days after entry.


 


(h)          If
any Borrower shall fail to pay any debt owed by it or is in default under any agreement with Lender or any other party which failure
to pay or default would have a Material Adverse Change to Borrowers, the Projects or Borrowers’ ability to perform their
obligations under this Agreement, and such failure or default continues after any applicable grace or cure period specified in
the instrument or agreement relating thereto.


 


(i)           The
occurrence of an event of default, beyond any applicable cure period, under either the Sumter Place Ground Lease or the Sumter
Grand Ground Lease;


 


(j)           If
a Material Adverse Change occurs with respect to any Borrower, Project or Guarantor.


 


(k)          The
occurrence of any other event or circumstance defined as an Event of Default herein or under any of the other Loan Documents and
the expiration of any applicable grace or cure periods, if any, specified for such Event of Default herein or therein, as the case
may be.


 


(l)           The
failure of either Borrower to correct or to cause Sumter Place Operator to correct, within the time deadlines set by any applicable
licensing agency, any deficiency which would result in the following actions by such agency with respect to any Project:


 


(i)           a
termination of any Reimbursement Contract or any permit; or


 


(ii)          a
ban on new admissions generally which is not lifted within thirty (30) days.


 




    	SECURED LOAN AGREEMENT	Page 30



    	 



    

 


(m)          Any
action by a Governmental Authority to enjoin or otherwise prohibit a Project from operating as a senior care facility, including,
without limitation, in connection with a revocation of, or failure to renew, an applicable license.


 


(n)          The
assessment against any Borrower, Sumter Place Operator, or any Project of any fines or penalties by any state health or licensing
agency having jurisdiction over such Persons or the Project in excess of $50,000, which are not paid or discharged within thirty
(30) days following such assessment; provided, however, Borrower shall not be in default if Borrower or Operator is in good faith
disputing such assessment.


 


ARTICLE
15

LENDERS’ REMEDIES IN EVENT OF DEFAULT


 


15.1.      Remedies
Conferred Upon Lenders.


 


Upon the occurrence of any
Event of Default that is continuing, Agent may, and at the request of Required Lenders shall, pursue any one or more of the following
remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other:


 


(a)          Take
possession of the Projects and do anything which is necessary or appropriate in its sole judgment to fulfill the obligations of
Borrowers under this Agreement and the other Loan Documents, including either the right to avail itself of and procure performance
of existing contracts or let any contracts with the same contractors or others. Without restricting the generality of the foregoing
and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent its lawful attorney-in-fact with full power
of substitution in the Projects to pay, settle or compromise all existing bills and claims, which may be liens or security interests,
or to avoid such bills and claims becoming liens against the Projects; to execute all applications and certificates in the name
of each Borrower prosecute and defend all actions or proceedings in connection with the Improvements or the Projects; to take action
and require such performance as it deems necessary under any of the bonds to be furnished hereunder and to make settlements and
compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction;
and to do any and every act which any Borrower might do in its own behalf; it being understood and agreed that this power of attorney
shall be a power coupled with an interest and cannot be revoked;


 


(b)          Declare
the Notes to be immediately due and payable;


 


(c)          Use
and apply any monies or letters of credit deposited by any Borrower with Agent, regardless of the purposes for which the same was
deposited, to cure any such default or to apply on account of any indebtedness under this Agreement which is due and owing to Lenders;


 


(d)          Exercise
or pursue any other remedy or cause of action permitted under this Agreement or any other Loan Documents, or conferred upon Lenders
by operation of Law.


 


Notwithstanding the foregoing, upon the occurrence
of any Event of Default under Section 14(d), all amounts evidenced by the Notes shall automatically become due and payable,
without any presentment, demand, protest or notice of any kind to Borrowers.


 


ARTICLE
16

GENERAL PROVISIONS


 


16.1.      Captions.


 


The captions and headings
of various Articles, Sections and subsections of this Agreement and Exhibits pertaining hereto are for convenience only and are
not to be considered as defining or limiting in any way the scope or intent of the provisions hereof.


 




    	SECURED LOAN AGREEMENT	Page 31



    	 



    

 


16.2.      Modification;
Waiver.


 


No modification, waiver,
amendment or discharge of this Agreement or any other Loan Document shall be valid unless the same is in writing and signed by
the party against which the enforcement of such modification, waiver, amendment or discharge is sought.


 


16.3.      GOVERNING
LAW.


 


EXCEPT AS SET FORTH IN
THE MORTGAGE, ALL OF THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS.


 


16.4.      Acquiescence
Not to Constitute Waiver of Lenders’ Requirements.


 


Each and every covenant and
condition for the benefit of the Lenders contained in this Agreement may be waived by the Lenders, provided, however, that to the
extent that the Lenders may have acquiesced in any noncompliance with any construction or nonconstruction conditions precedent
to the Opening of the Loan or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute
a waiver by the Lenders of such requirements with respect to any future disbursements of Loan proceeds.


 


16.5.      Disclaimer
by Lenders.


 


This Agreement is made for
the sole benefit of Borrowers and the Lenders, and no other person or persons shall have any benefits, rights or remedies under
or by reason of this Agreement, or by reason of any actions taken by Agent or the Lenders pursuant to this Agreement. Neither Agent
nor any Lender shall be liable for any debts or claims accruing in favor of any such parties against any Borrower or others or
against the Project. The Lenders, by making the Loan or taking any action pursuant to any of the Loan Documents, shall not be deemed
a partner or a joint venturer with any Borrower or any fiduciary of Borrower.


 


16.6.      Partial
Invalidity; Severability.


 


If any of the provisions
of this Agreement, or the application thereof to any person, party or circumstances, shall, to any extent, be invalid or unenforceable,
the remainder of this Agreement, or the application of such provision or provisions to persons, parties or circumstances other
than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.


 


16.7.      Definitions
Include Amendments.


 


Definitions contained in
this Agreement which identify documents, including, but not limited to, the Loan Documents, shall be deemed to include all amendments
and supplements to such documents from the date hereof, and all future amendments and supplements thereto entered into from time
to time to satisfy the requirements of this Agreement or otherwise with the consent of Agent (and, to the extent applicable, the
Required Lenders). Reference to this Agreement contained in any of the foregoing documents shall be deemed to include all amendments
and supplements to this Agreement.


 


16.8.      Execution
in Counterparts.


 


This Agreement may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


16.9.      Entire
Agreement.


 


This Agreement, taken together
with all of the other Loan Documents and all certificates and other documents delivered by Borrowers to the Lenders, embody the
entire agreement and supersede all prior agreements, written or oral, relating to the subject matter hereof.


 




    	SECURED LOAN AGREEMENT	Page 32



    	 



    




 


16.10.    Waiver
of Damages.


 


In no event shall Agent or
any Lender be liable to any Borrower for punitive, exemplary or consequential damages, including, without limitation, lost profits,
whatever the nature of a breach by Agent or any Lender of its obligations under this Agreement or any of the Loan Documents, and
each Borrower for itself and Guarantor waive all claims for punitive, exemplary or consequential damages.


 


16.11.    Claims
Against Lenders.


 


Neither Agent nor any Lender
shall not be in default under this Agreement, or under any other Loan Documents, unless a written notice specifically setting forth
the claim of any Borrower shall have been given to Agent within three (3) months after such Borrower first had knowledge of the
occurrence of the event which such Borrower alleges gave rise to such claim and such person does not remedy or cure the default,
if any there be, promptly thereafter. Each Borrower waives any claim, set-off or defense against Agent or any Lender arising by
reason of any alleged default by Agent or any Lender as to which such Borrower does not give such notice timely as aforesaid. Each
Borrower acknowledges that such waiver is or may be essential to the Lenders’ ability to enforce its remedies without delay
and that such waiver therefore constitutes a substantial part of the bargain between the Lenders and Borrowers with regard to the
Loan.


 


16.12.    Jurisdiction.


 


TO THE GREATEST EXTENT PERMITTED
BY LAW, EACH BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE MARSHALLING OF ASSETS BY THE LENDERS. WITH RESPECT TO ANY SUIT,
ACTION OR PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), EACH BORROWER IRREVOCABLY (A) SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF CLEVELAND, COUNTY OF CUYAHOGA,
STATE OF OHIO, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY
SUCH COURT, WAIVES ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS AGREEMENT SHALL PRECLUDE
AGENT ON BEHALF OF THE LENDERS FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY
ONE OR MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. EACH BORROWER FURTHER AGREES AND CONSENTS
THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING
IN ANY STATE OF OHIO OR UNITED STATES COURT SITTING IN THE CITY OF CLEVELAND, COUNTY OF CUYAHOGA, STATE OF OHIO MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH BORROWER AT THE ADDRESS INDICATED BELOW, AND SERVICE SO
MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF A BORROWER SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED
COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.


 


16.13.    Set-Offs.


 


After the occurrence and
during the continuance of an Event of Default, each Borrower hereby irrevocably authorizes and directs each Lender from time to
time to charge such Borrower’s accounts and deposits with such Lender (or its Affiliates), and to pay over to such Lender
an amount equal to any amounts from time to time due and payable to such Lender hereunder, under the Notes or under any other Loan
Document. Each Borrower hereby grants to Agent for the benefit of the Lenders a security interest in and to all such accounts and
deposits maintained by such Borrower with each Lender (or its Affiliates); provided, however, the foregoing shall exclude any trust
accounts or accounts with funds held for the benefit of third parties (such as residents).


 


16.14.    Authorized
Representative.


 


Borrowers hereby appoint
John Mark Ramsey, Sharon Kaiser and Scott Larche of Borrowers, as their “Authorized Representative” for purposes of
dealing with Agent on behalf of Borrowers in respect of any and all matters in connection with this Agreement, the other Loan Documents,
and the Loan. The Authorized Representative shall have the power, in his discretion, to give and receive all notices, monies, approvals,
and other documents and instruments, and to take any other action on behalf of Borrowers. All actions by the Authorized Representative
shall be final and binding on Borrowers. The Lenders may rely on the authority given to the Authorized Representative until actual
receipt by Agent on behalf the Lenders of a duly authorized resolution substituting a different person as the Authorized Representative.
No more than three persons shall serve as Authorized Representative at any given time.


 




    	SECURED LOAN AGREEMENT	Page 33



    	 



    

 


ARTICLE
17

NOTICES


 


Any notice, demand, request
or other communication which any party hereto may be required or may desire to give hereunder shall be in writing and shall be
deemed to have been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified Mail (postage
prepaid, return receipt requested), three Business Days after mailing (c) if by Federal Express or other reliable overnight courier
service, on the next Business Day after delivered to such courier service or (d) if by telecopier on the day of transmission so
long as copy is sent on the same day by overnight courier as set forth below:


 


If to Borrowers:


c/o Sentio Healthcare Properties,
Inc.


189 South Orange Avenue, Suite 170


Orlando, Florida 32801


Attention:               John Mark Ramsey


Attention:               Scott Larche


Attention:               Sharon Kaiser


Telephone:             (407) 999-7679


Facsimile:              (407) 999–5210


 


With a courtesy copy to:


Foley & Lardner LLP


111 North Orange Avenue, Suite 1800


Orlando, Florida 32801


Attention:               Michael A. Okaty, Esq.


Telephone:             (407) 244-3229


Facsimile:              (407) 648–1743


 


If to Agent:


KeyBank National Association


Mailcode: OH-01-51-0311


4910 Tiedeman Road, 3rd Floor


Brooklyn, Ohio 44144


Attention:              Amy L. MacLearie,


 KREC Commercial Loan Closer-Assistant
Vice President


Telephone:            (216) 813-6935


Facsimile:             (216) 357-6383


 


With copies to:





KeyBank Real Estate Capital


Healthcare Group


4200 West Cypress Street, Suite 490


Tampa, Florida 33607-4168


Attention:               Grant Saunders, Senior
Vice President


Telephone:             (813) 313-5516


Facsimile:              (813) 313-5555


 


or at such other address as the party to be
served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of
notice.


 




    	SECURED LOAN AGREEMENT	Page 34



    	 



    

 


ARTICLE
18

RESERVED


 


ARTICLE
19

ASSIGNMENTS AND PARTICIPATIONS


 


19.1.      Assignments
and Participations.


 


(a)          Each
Lender shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its
rights and security hereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent
of the Agent and with the prior written consent of Borrower, which consents by the Agent and the Borrowers shall not be unreasonably
withheld, conditioned or delayed (provided that no consent of Borrower shall be required if the Eligible Assignee is also a Lender
as of the date hereof or if an Event of Default then exists) and no consent of the Agent shall be required if the Eligible Assignee
is also a Lender; provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval
and acceptance, an Assignment and Assumption Agreement substantially in the form of Exhibit H attached hereto (the “Assignment
and Assumption”), (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s
rights and obligations under this Agreement, (iii) if the potential assignee is not already a Lender hereunder, at least ten (10)
days prior to the date of the assignment, the potential assignee shall deliver to Agent all information reasonably necessary for
Agent to successfully complete the Agent’s Patriot Act Customer Identification Process and OFAC Review Process, (iv) unless
the Agent and, so long as no Event of Default exists, Borrowers otherwise consent, the aggregate amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment shall in no event be less than Five Million Dollars ($5,000,000),
(v) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500), and (vi)
if the assignment is less than the assigning Lender’s entire interest in the Loan, the assigning Lender must retain at least
a Ten Million Dollar ($10,000,000.00) interest in the Loan. The Agent may designate any Eligible Assignee accepting an assignment
of a specified portion of the Loan to be a Co-Agent, an “Arranger” or similar title, but such designation shall not
confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the
effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have
the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrowers hereby agree that all of the
rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrowers by an Eligible
Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment,
and (b) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents
have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations
hereunder and thereunder.


 


(b)          By
executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the Eligible Assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) except as provided in such Assignment and Assumption,
such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document
furnished in connection therewith; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility
with respect to the financial condition of Borrowers or the performance or observance by each Borrower of any of its obligations
under any Loan Document or any other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms
that it has received a copy of this Agreement together with such financial statements, Loan Documents and other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption and to become
a Lender hereunder; (iv) such Eligible Assignee will, independently and without reliance upon Agent, the assigning Lender or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (v) such Eligible Assignee appoints and authorizes the Agent to
take such action as the Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are
delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such
Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.


 




    	SECURED LOAN AGREEMENT	Page 35



    	 



    

 


(c)          Agent
shall maintain a copy of each Assignment and Assumption delivered to and accepted by it and shall record in its records the names
and address of each Lender and the Commitment of, and Percentage of the Loan owing to, such Lender from time to time. Borrowers,
the Agent and Lenders may treat each entity whose name is so recorded as a Lender hereunder for all purposes of this Agreement.


 


(d)          Upon
receipt of an Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, Agent shall, if such Assignment
and Assumption has been properly completed and consented to if required herein, accept such Assignment and Assumption, and record
the information contained therein in its records, and the Agent shall use its best efforts to give prompt notice thereof to Borrowers
(provided that neither the Agent nor the Lenders shall be liable for any failure to give such notice).


 


(e)           Borrowers
shall, at no cost or expense to Borrowers, use reasonable efforts to cooperate with Agent and each Lender in connection with the
assignment of interests under this Agreement or the sale of participations herein.


 


(f)           Anything
in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements
of this Agreement, including this Section, any Lender may at any time and from time to time pledge and assign all or any portion
of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from its obligations hereunder. To facilitate any such pledge or assignment, the Agent shall, at the request
of such Lender, enter into a letter agreement with the Federal Reserve Bank in, or substantially in, the form of the exhibit to
Appendix C to the Federal Reserve Bank of New York Operating Circular No. 12.


 


(g)          Anything
in this Agreement to the contrary notwithstanding, any Lender may assign all or any portion of its rights and obligations under
this Agreement to another branch or Affiliate of such Lender without first obtaining the approval of any Agent or the Borrowers,
provided that (i) such Lender remains liable hereunder unless the Borrowers and Agent shall otherwise agree, (ii) at the time of
such assignment such Lender is not a Defaulting Lender, (iii) such Lender gives the Agent and Borrower at least fifteen (15) days
prior written notice of any such assignment; (iv) the parties to each such assignment execute and deliver to Agent an Assignment
and Assumption, and (v) the Agent receives from the assigning Lender a processing fee of One Thousand Five Hundred Dollars ($1,500).


 


(h)          Each
Lender shall have the right, without the consent of the Borrowers, to sell participations to one or more Eligible Assignees in
or to all or a portion of its rights and obligations under the Loan and the Loan Documents; provided, however, that (i) such Lender’s
obligations under this Agreement (including without limitation its Commitment to Borrower hereunder) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations (iii) the Borrowers,
the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and with regard to any and all payments to be made under this Agreement and (iv) the
holder of any such participation shall not be entitled to voting rights under this Agreement or the other Loan Documents (but such
holder may contract with the Lender selling such Eligible Assignee its interest in such Lender’s share of the Loan as to
voting of such Lender’s interest under Section 20.6(b) [but not under any other section of this Agreement], provided
that any such agreement by a Lender shall bind only such Lender alone and not Borrowers, the other Lenders or the Agent).


 


(i)           No
Eligible Assignee of any rights and obligations under this Agreement shall be permitted to subassign such rights and obligations.
No participant in any rights and obligations under this Agreement shall be permitted to sell subparticipations of such rights and
obligations.


 




    	SECURED LOAN AGREEMENT	Page 36



    	 



    

 


(j)           Borrowers
acknowledge and agree that Lenders may provide to any Eligible Assignee or participant originals or copies of this Agreement, any
other Loan Document and any other documents, instruments, certificates, opinions, insurance policies, letters of credit, reports,
requisitions and other materials and information of every nature or description, and may communicate all oral information, at any
time submitted by or on behalf of Borrowers or received by any Lender in connection with the Loan or with respect to Borrowers,
provided that prior to any such delivery or communication, such Eligible Assignees or participants shall agree to preserve the
confidentiality of any of the foregoing to the same extent that such Lender agreed to preserve such confidentiality. In order to
facilitate assignments to Eligible Assignees and sales to Eligible Assignees, Borrowers shall execute such further documents, instruments
or agreements as Lenders may reasonably require; provided, that no Borrower shall be required (i) to execute any document or agreement
which would materially decrease its rights, or materially increase its obligations, relative to those set forth in this Agreement
or any of the other Loan Documents (including financial obligations, personal recourse, representations and warranties and reporting
requirements), or (ii) to expend more than incidental sums of money or incidental administrative time for which it does not receive
reasonable reimbursement in order to comply with any requests or requirements of any Lender in connection with such assignment
or sale arrangement. In addition, Borrowers agrees to cooperate fully with Lenders in the exercise of Lenders’ rights pursuant
to this Section, including providing such information and documentation regarding Borrower as any Lender or any potential Eligible
Assignee or participant may reasonably request and to meet with potential Eligible Assignees.


 


19.2.      Several
Liability.


 


Anything in this Agreement
contained to the contrary notwithstanding, the obligations of each Lender to Borrowers under this Agreement are several and not
joint and several; each Lender shall only be obligated to fund its Percentage of each disbursement to be made hereunder up to the
amount of its Commitment. During any time, and only during such time, as Agent is the sole Lender and has not assigned any portion
or portions of its interest in the Loan to another Lender pursuant to an Assignment and Assumption Agreement, Agent in its individual
capacity shall be liable for all of the obligations of the Lender under this Agreement and the other Loan Documents. From and after
the date that Agent as the sole Lender assigns any portion or portions of its interest in the Loan to another Lender pursuant to
an Assignment and Assumption Agreement, then Agent shall act as the administrative agent on behalf of itself as a Lender and the
other Lenders.


 


ARTICLE
20

AGENT


 


20.1.      Appointment.


 


KeyBank National Association
is hereby appointed as Agent hereunder and under each other Loan Document, and each Lender hereby irrevocably authorizes the Agent
to act as agent for such Lender and to take such actions as such Lender is obligated or entitled to take under the provisions of
this Agreement and the other Loan Documents. Agent agrees to act as such upon the express conditions contained in this Article
in substantially the same manner that it would act in dealing with a loan held for its own account. Agent shall not have a fiduciary
relationship with respect to any Lender by reason of this Agreement.


 


The provisions of this Article
are solely for the benefit of the Agent and the Lenders, and Borrowers shall not have any rights to rely on or enforce any of the
provisions hereof except as provided in Section 20.2 below. In performing its functions and duties under this Agreement,
the Agent shall act solely as agent of Lender and does not assume, and shall not be deemed to have assumed, any obligations toward
or relationship of agency or trust with or for the Borrowers.


 


20.2.      Reliance
on Agent.


 


All acts of and communications
by the Agent, as agent for the Lenders, shall be deemed legally conclusive and binding; and Borrower or any third party (including
any court) shall rely on any and all communications or acts of the Agent with respect to the exercise of any rights or the granting
of any consent, waiver or approval on behalf of a Lender in all circumstances where an action by such Lender is required or permitted
pursuant to this Agreement or the provisions of any other Loan Document or by applicable law without the right or necessity of
making any inquiry of any individual Lender as to the authority of Agent with respect to such matter. In no event shall any of
the foregoing limit the rights or obligations of any Lender with respect to any other Lender pursuant to this Article 20.


 




    	SECURED LOAN AGREEMENT	Page 37



    	 



    

 


20.3.      Powers.


 


The Agent shall have and
may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together
with such powers as are reasonably incidental thereto or are otherwise necessary or desirable in connection with the administration
of the Loan, and may exercise all other powers of Lenders as are not made subject to the consent of the Required Lenders pursuant
to Section 20.6(a) or to the consent of all Lenders pursuant to Section 20.6(b). Without limiting the foregoing,
the Agent may consent to or execute easements, plats, dedications, release of minor portions of the collateral and similar documents.
The Agent shall not be considered, or be deemed, a separate agent of the Lenders hereunder, but is, and shall be deemed, acting
in its contractual capacity as Agent, exercising such rights and powers under the Loan Documents as are specifically delegated
to the Agent or Agent is otherwise entitled to take hereunder. Agent shall have no implied duties to the Lenders, or any obligation
to the Lenders to take any action except any action specifically provided by the Loan Documents to be taken by the Agent.


 


20.4.      Disbursements.


 


(a)          At
least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this
Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for such disbursement to be made at the Adjusted
LIBOR Rate), the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the
funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect
to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later
than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (such date being referred to herein as a “Funding
Date”). Unless the Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance
that such Lender does not intend to make available to the Agent such Lender’s Advance, the Agent may assume that such Lender
has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available
to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on
or prior to the respective Funding Date, such Lender agrees to pay and Borrowers agree to repay to Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrowers until
the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Federal Funds Effective Rate, and (B) in
the case of Borrowers, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall
pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender
and Borrowers shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such
corresponding amount in same day funds.


 


(b)          Requests
by the Agent for funding by the Lenders of disbursements of the Loan will be made by facsimile. Each Lender shall make its Advance
available to the Agent in dollars and in immediately available funds to such Lender and account as the Agent may designate, not
later than Noon (Cleveland time) on the Funding Date. Nothing in this Section 20.4 shall be deemed to relieve any Lender
of its obligation hereunder to make any Advance on any Funding Date, nor shall any Lender be responsible for the failure of any
other Lender to perform its obligations to make any Advance hereunder, and the Commitment of any Lender shall not be increased
or decreased as a result of the failure by any other Lender to perform its obligation to make any Advances hereunder.


 


20.5.      Distribution
and Apportionment of Payments.


 


(a)          Subject
to Section 20.5(b), payments actually received by Agent for the account of the Lenders shall be paid to them promptly
after receipt thereof by Agent, but in any event within one (1) Business Day, provided that, if any such payments are not distributed
to the Lenders within one (1) Business Day after Agent’s receipt thereof, Agent shall pay to such Lenders interest thereon,
at the lesser of (i) the Federal Funds Effective Rate and (ii) if the applicable payment represents repayment of a portion of the
principal of the Loan, the rate of interest applicable to such portion of the Loan, from the date of receipt of such funds by Agent
until such funds are paid in immediately available funds to such Lenders provided such funds are received by Agent not later than
11:00 A.M. (Cleveland time) on the date of receipt. All payments of principal and interest in respect of the Loan, all payments
of the fees described in this Agreement (but not in any separate fee letter except to the extent expressly set forth therein),
and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of Lenders
as are entitled thereto, in proportion of their respective Percentages or otherwise as provided herein in the other Loan Documents,
as the case may be. The Agent shall distribute to each Lender at its primary address set forth herein or in its Assignment and
Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive, provided
that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or
entitlement of any Lender and may suspend all payments and seek appropriate relief (including without limitation instructions from
the Required Lenders, or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute
as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the
rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as
they may elect, in writing, without necessity of notice to or consent of or approval by Borrowers.


 




    	SECURED LOAN AGREEMENT	Page 38



    	 



    

 


(b)          If
a Lender (a “Defaulting Lender”) defaults in making any Advance or paying any other sum payable by it hereunder, such
sum together with interest thereon at the Default Rate from the date such amount was due until repaid (such sum and interest thereon
as aforesaid referred to, collectively, as the “Lender Default Obligation”) shall be payable by the Defaulting Lender
(i) to any Lender(s) which elect, at their sole option (and with no obligation to do so), to fund the amount which the Defaulting
Lender failed to fund or (ii) to Agent or any other Lender which under the terms of this Agreement is entitled to reimbursement
from the Defaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such
time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts which would otherwise be distributed
to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest
at the Default Rate and then to principal) until the Lender Default Obligation has been repaid in full (whether by such application
or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. Any interest collected from
Borrowers on account of principal advanced by any Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender(s) who
made such advance and shall be credited against the Defaulting Lender’s obligation to pay interest on the amount advanced
at the Default Rate. If no other Lender makes an advance a Defaulting Lender failed to fund, a portion of the indebtedness of Borrowers
to the Defaulting Lender equal to the Lender Default Obligation shall be subordinated to the indebtedness of Borrowers to all other
Lenders and shall be paid only after the indebtedness of Borrowers to all other Lenders is paid. The provisions of this Section
shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any
other provision of this Agreement to the contrary or (ii) any instruction of Borrowers as to their desired application of payments.
No Defaulting Lender shall have the right to vote on matters which are subject to the consent or approval of Required Lenders or
all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders which constitutes the Required Lenders
shall be calculated exclusive of the Percentage of the Defaulting Lender. The Agent shall be entitled to (i) withhold or set off,
and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement,
and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default
Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender’s breach of
this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other
Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (including attorneys’
fees and expenses), plus interest thereon at the Default Rate, for funds advanced by Agent or any other Lender on account of the
Defaulting Lender or any other damages such persons may sustain or incur by reason of or as a direct consequence of the Defaulting
Lender’s failure or refusal to abide by its obligations under this Agreement.


 


(c)          At
least five Business Days prior to the first date on which interest or fees are payable hereunder for the account of any Lender,
each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver
to the Agent two duly completed copies of United States Internal Revenue Service Form W-8 BEN or W-8 ECI, certifying in either
case that such Lender is entitled to receive payments under this Agreement and the Note without deduction or withholding of any
United States federal income taxes. Each Lender which so delivers a Form W-8 BEN or W-8 ECI further undertakes to deliver the Agent
two additional copies of such form (or a successor form) on or before the date that such form expires or becomes obsolete or after
the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions
or renewals thereof as may be reasonably requested by the Agent, in each case certifying that such Lender is entitled to receive
payments under this Agreement and the Note without deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender advises the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.


 




    	SECURED LOAN AGREEMENT	Page 39



    	 



    

 


20.6.      Consents
and Approvals.


 


(a)          Each
of the following shall require the approval or consent of the Required Lenders:


 


(i)           The
exercise of any rights and remedies under the Loan Documents following an Event of Default, provided that absent any direction
from the Required Lenders, Agent may exercise any right or remedy under the Loan Documents as Agent may determine in good faith
to be necessary or appropriate to protect the Lenders or the collateral securing the Loan;


 


(ii)          Appointment
of a successor Agent;


 


(iii)         Approval
of Post-Default Plan (defined in Section 20.7(d)); and


 


(iv)         Except
as referred to in subsection (b) below, approval of any amendment or modification of this Agreement or any of the other Loan Documents,
or issuance of any waiver of any material provision of this Agreement or any of the other Loan Documents;


 


(b)          Each
of the following shall require the approval or consent of all the Lenders:


 


(i)           Extension
of the Maturity Date (beyond any extension permitted herein) or forgiveness of all or any portion of the principal amount of the
Loan or any accrued interest thereon, or any other amendment of this Agreement or the other Loan Documents which would reduce the
interest rate options or the rate at which fees are calculated or forgive any loan fee, or extend the time of payment of any principal,
interest or fees;


 


(ii)          Reduction
of the percentage specified in the definition of Required Lenders;


 


(iii)         Increasing
the amount of the Loan or any non-consenting Lender’s Commitment;


 


(iv)         Release
of any lien on any material collateral (except as Borrowers are entitled to under the Loan Documents); and


 


(v)          Amendment
of the provisions of this Section 20.6.


 


(c)           In
addition to the required consents or approvals referred to in subsections (a) and (b) above, the Agent may at any
time request instructions from the Required Lenders with respect to any actions or approvals which, by the terms of this Agreement
or of any of the Loan Documents, the Agent is permitted or required to take or to grant without instructions from any Lenders,
and if such instructions are promptly requested, the Agent shall be absolutely entitled to refrain from taking any action or to
withhold any approval and shall not be under any liability whatsoever for refraining from taking any action or withholding any
approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders. Without limiting
the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining
from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders
or, where applicable, all Lenders. The Agent shall promptly notify each Lender at any time that the Required Lenders have instructed
the Agent to act or refrain from acting pursuant hereto.


 


(d)          Each
Lender authorizes and directs the Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders.
Each Lender agrees that any action taken by the Agent at the direction or with the consent of the Required Lenders in accordance
with the provisions of this Agreement or any other Loan Document, and the exercise by the Agent at the direction or with the consent
of the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all Lenders, except for actions specifically requiring the approval of all Lenders.
All communications from the Agent to the Lenders requesting Lenders’ determination, consent, approval or disapproval (i)
shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or item
as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or
item may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested
by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided
to the Agent by Borrower in respect of the matter or issue to be resolved, and (iv) shall include the Agent’s recommended
course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business
Days after receipt of the request therefor from the Agent (the “Lender Reply Period”). Unless a Lender shall
give written notice to the Agent that it objects to the recommendation or determination of the Agent (together with a written explanation
of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented
to such recommendation or determination. With respect to decisions requiring the approval of the Required Lenders or all Lenders,
the Agent shall upon receiving the required approval or consent follow the course of action or determination recommended to the
Lenders by the Agent or such other course of action recommended by the Required Lenders.


 




    	SECURED LOAN AGREEMENT	Page 40



    	 



    

 


20.7.      Agency
Provisions Relating to Collateral.


 


(a)          The
Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender,
at any time and from time to time, to take any action with respect to any collateral for the Loan or any Loan Document which may
be necessary to preserve and maintain such collateral or to perfect and maintain perfected the liens upon such collateral granted
pursuant to this Agreement and the other Loan Documents.


 


(b)          Except
as provided in this Agreement, the Agent shall have no obligation whatsoever to any Lender or to any other person or entity to
assure that any collateral exists or is owned by any Borrower or is cared for, protected or insured or has been encumbered or that
the liens granted herein or in any of the other Loan Documents or pursuant hereto or thereto have been properly or sufficiently
or lawfully created, perfected, protected or enforced or are entitled to any particular priority.


 


(c)          Should
the Agent commence any proceeding or in any way seek to enforce the Agent’s or the Lenders’ rights or remedies under
the Loan Documents, irrespective of whether as a result thereof the Agent shall acquire title to any collateral, each Lender, upon
demand therefor from time to time, shall contribute its share (based on its Percentage) of the reasonable costs and/or expenses
of any such enforcement or acquisition, including, but not limited to, fees of receivers or trustees, court costs, title company
charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed
by Borrowers. Without limiting the generality of the foregoing, each Lender shall contribute its share (based on its Percentage)
of all reasonable costs and expenses incurred by the Agent (including reasonable attorneys’ fees and expenses) if the Agent
employs counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any collateral
for the Loan or any part thereof, or any of the Loan Documents, or the attempt to enforce any security interest or lien on any
collateral, or to enforce any rights of the Agent or the Lenders or any of Borrowers’ or any other party’s obligations
under any of the Loan Documents, but not with respect to any dispute between Agent and any other Lender(s). It is understood and
agreed that in the event the Agent determines it is necessary to engage counsel for Lender from and after the occurrence of a Default
or Event of Default, said counsel shall be selected by the Agent and written notice of such selection, together with a copy of
such counsel’s engagement letter and fee estimate, shall be delivered to the Lenders.


 


(d)          In
the event that all or any portion of the collateral for the Loan is acquired by the Agent as the result of the exercise of any
remedies hereunder or under any other Loan Document, or is retained in satisfaction of all or any part of Borrowers’ obligations
under the Loan Documents, title to any such collateral or any portion thereof shall be held in the name of the Agent or a nominee
or subsidiary of Agent, as agent, for the ratable benefit of the Agent and the Lenders. The Agent shall prepare a recommended course
of action for such collateral (the “Post-Default Plan”), which shall be subject to the approval of the Required
Lenders. The Agent shall administer the collateral in accordance with the Post-Default Plan, and upon demand therefor from time
to time, each Lender will contribute its share (based on its Percentage) of all reasonable costs and expenses incurred by the Agent
pursuant to the Post-Default Plan, including without limitation, any operating losses and all necessary operating reserves. To
the extent there is net operating income from such collateral, the Agent shall, in accordance with the Post-Default Plan, determine
the amount and timing of distributions to Lenders. All such distributions shall be made to Lenders in accordance with their respective
Percentages. In no event shall the provisions of this subsection or the Post-Default Plan require the Agent or any Lender to take
an action which would cause such Lender to be in violation of any applicable regulatory requirements.


 




    	SECURED LOAN AGREEMENT	Page 41



    	 



    

 


20.8.      Lender
Actions Against Borrower or the Collateral.


 


Each Lender agrees that it
will not take any action, nor institute any actions or proceedings, against any Borrower or any other person hereunder or under
any other Loan Documents with respect to exercising claims against such Borrower or rights in any collateral without the consent
of the Required Lenders. With respect to any action by the Agent to enforce the rights and remedies of the Agent and Lenders with
respect to such Borrower and any collateral in accordance with the terms of this Agreement, each Lender hereby consents to the
jurisdiction of the court in which such action is maintained.


 


20.9.      Assignment
and Participation.


 


No Lender shall be permitted
to assign or sell all or any portion of its rights and obligations under this Agreement to any Borrower or any Affiliate of any
Borrower.


 


20.10.    Ratable
Sharing.


 


Subject to Sections 20.4
and 20.5, Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the
payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in
accordance with their Percentages, whether received by voluntary payment, by the exercise of the right of set-off or bankers’
lien, by counterclaim or cross action or by the enforcement of any or all of the Loan Documents or any collateral and (ii) if any
of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers’ lien or otherwise,
receive payment of a proportion of the aggregate amount of the Loan held by it which is greater than its Percentage of the payments
on account of the Loan, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest
and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such obligations owed
to the others so that all such recoveries with respect to such obligations shall be applied ratably in accordance with their Percentages;
provided, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases
shall be rescinded and the purchase prices paid for such participations shall be returned to that party to the extent necessary
to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection
with such recovery. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section
may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to
such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation.


 


20.11.    General
Immunity.


 


Neither Agent nor any of
its directors, officers, agents or employees shall be liable to Borrowers or any Lender for any action taken or omitted to be taken
by it or them hereunder or under any other Loan Document or in connection herewith or therewith, except for its or their own gross
negligence or willful misconduct. In the absence of gross negligence, the Agent shall not be liable for any apportionment or distribution
of payments made by it in good faith pursuant to Section 20.5, and if any such apportionment or distribution is subsequently
determined to have been made in error the sole recourse of any Lender to whom payment was due, but not made, shall be to recover
from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.


 


20.12.    No
Responsibility for Loan, Recitals, etc..


 


Neither Agent nor any of
its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any
statement, warranty or representation made in connection with any Loan Document or any use of the Loan; (ii) the performance
or observance of any of the covenants or agreements of any party to any Loan Document; (iii) the satisfaction of any condition
specified in this Agreement, except receipt of items purporting to be the items required to be delivered to any Agent; or (iv) the
validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith,
provided that the foregoing shall not release Agent from liability for its gross negligence or willful misconduct.


 




    	SECURED LOAN AGREEMENT	Page 42



    	 



    

 


20.13.    Action
on Instructions of Lenders.


 


The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written
instructions signed by all the Lenders (or the Required Lenders, if such action may be directed hereunder by the Required Lenders),
and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of Lenders. Each Lender,
severally to the extent of its Percentage, hereby agrees to indemnify Agent against and hold it harmless from any and all liability,
cost and expense that it may incur by reason of taking or continuing to take any such action, provided that the foregoing shall
not release Agent from liability for its gross negligence or willful misconduct.


 


20.14.    Employment
of Agents and Counsel.


 


The Agent may undertake any
of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall
not be liable to Lenders, except as to money or securities received by them or their authorized agents, for the default or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning
all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document.


 


20.15.    Reliance
on Documents; Counsel.


 


The Agent shall be entitled
to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine
and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion
of counsel selected by the Agent, which counsel may be an employee of Agent, provided that the foregoing shall not release the
Agent from liability for its gross negligence or willful misconduct. Any such counsel shall be deemed to be acting on behalf of
Lender in assisting the Agent with respect to the Loan, but shall not be precluded from also representing Agent in any matter in
which the interests of Agent and the other Lenders may differ.


 


20.16.    Agent’s
Reimbursement and Indemnification.


 


Lenders agree to reimburse
and indemnify Agent ratably (i) for any amounts (excluding principal and interest on the Loan and loan fees) not reimbursed
by Borrowers for which Agent is entitled to reimbursement under the Loan Documents, (ii) for any other expenses incurred by
Agent on behalf of Lender, in connection with the preparation, execution, delivery, administration and enforcement of the Loan
Documents, if not paid by Borrowers, (iii) for any expenses incurred by Agent on behalf of Lender which may be necessary or desirable
to preserve and maintain collateral or to perfect and maintain perfected the liens upon the collateral granted pursuant to this
Agreement and the other Loan Documents, if not paid by Borrowers, (iv) for any amounts and other expenses incurred by Agent on
behalf of Lender in connection with any default by any Lender hereunder or under the other Loan Documents, if not paid by such
Lender, and (v) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Agent in any way relating
to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated
thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of Agent.


 


20.17.    Rights
as a Lender.


 


With respect to its Commitment,
if any, Agent shall have the same rights, powers and obligations hereunder and under any other Loan Document as any Lender and
may exercise such rights and powers as though it were not an Agent, and the term “Lender” or “Lenders”
shall, unless the context otherwise indicates, include Agent in its individual capacities. Borrowers and each Lender acknowledge
and agree that Agent and/or its affiliates may accept deposits from, lend money to, hold other investments in, and generally engage
in any kind of trust, debt, equity or other transaction or have other relationships, in addition to those contemplated by this
Agreement or any other Loan Document, with Borrowers or any of their affiliates in which Borrowers or such affiliate are not restricted
hereby from engaging with any other person.


 




    	SECURED LOAN AGREEMENT	Page 43



    	 



    

 


20.18.    Lenders’
Credit Decisions.


 


Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements and other
information prepared by Borrowers and such other documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon Agent or any other Lender and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.


 


20.19.    Notice
of Events of Default.


 


Should Agent receive any
written notice of the occurrence of a default or Event of Default, or should the Agent send Borrowers a notice of Default or Event
of Default, the Agent shall promptly furnish a copy thereof to each Lender.


 


20.20.    Successor
Agent.


 


(a)          Agent
may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) days prior
written notice to Lenders and Borrowers. Such resignation shall take effect on the date set forth in such notice or as otherwise
provided below. Such resignation by Agent as agent shall not affect its obligations hereunder, if any, as a Lender.


 


(b)          Upon
resignation by the Agent, or any successor Agent, the Required Lenders shall appoint a successor Agent with the written consent
of Borrowers, which shall not be unreasonably withheld, conditioned or delayed (provided that no consent of Borrowers shall be
required if an Event of Default then exists). If no successor Agent shall have been so appointed by the Required Lenders (with
the consent of Borrowers as set forth in the preceding sentence), and shall have accepted such appointment within thirty (30) days
after the retiring Agent’s giving notice of resignation, then the retiring Agent may appoint a successor Agent with the consent
of Borrower, which shall not unreasonably withheld, conditioned or delayed (provided that no consent of Borrower shall be required
if an Event of Default then exists). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the Agent and the Agent,
and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than
its liability, if any, for duties and obligations accrued prior to its retirement. After any retiring Agent’s resignation
hereunder as an Agent, the provisions of this Article 20 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. In the
event that Synovus Bank, in its sole discretion, elects to become successor Agent, the consent of Borrowers shall not be required.


 


ARTICLE
21

WAIVER OF JURY TRIAL


 


EACH BORROWER AND LENDER
EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND AGREE
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 




    	SECURED LOAN AGREEMENT	Page 44



    	 



    

 


EXECUTED as of the date first set forth above.


 


	BORROWERS:	 	SUMTER PLACE OWNER, LLC, a Delaware limited liability company
	 	 	 	 
	 	 	By:	/s/ John Mark Ramsey
	 	 	 	John Mark Ramsey, Authorized Signatory
	 	 	 	 
	AGENT:	 	KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent on behalf of itself and the other lenders
	 	 	 	 
	 	 	By:	/s/ John Hyland
	 	 	 	John Hyland, AVP-Closing Officer
	 	 	 	 
	LENDERS:	 	KEYBANK NATIONAL ASSOCIATION, a national banking association
	 	 	 	 
	 	 	By:	/s/ John Hyland
	 	 	 	John Hyland, AVP-Closing Officer


 




    	SECURED LOAN AGREEMENT	Page 45



    	 



    

 


EXHIBIT A-1


 


Legal Description of Sumter Place Land


 


THAT PORTION OF SECTION 3, TOWNSHIP 19 SOUTH, RANGE 23 EAST, SUMTER
COUNTY, FLORIDA, DESCRIBED AS FOLLOWS:


 


COMMENCE AT THE SOUTHWEST CORNER OF TRACT 'J', ALLENDALE
VILLAS, PLAT BOOK 9, PAGES 12 AND 12A, AS RECORDED IN PUBLIC RECORDS OF SUMTER COUNTY, FLORIDA, THENCE NORTH
89°32'10" WEST ALONG THE NORTH RIGHT OF WAY LINE OF COUNTY ROAD NUMBER 466A, A DISTANCE OF 620.70 FEET TO THE
BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 48.00 FEET TO WHICH A RADIAL LINE BEARS
S63°17'31"W, THENCE DEPARTING SAID RIGHT OF WAY LINE RUN NORTHERLY 22.76 FEET ALONG THE ARC THEREOF THROUGH A
CENTRAL ANGLE OF 27°10'25" TO THE POINT OF TANGENCY; THENCE N00°27'56"E A DISTANCE OF 46.21 FEET; THENCE
N04°46'25"W, 161.20 FEET; THENCE N00°12'37"E, 148.59 FEET; THENCE N89°32'10"W, 14.01 FEET TO THE
POINT OF BEGINNING; THENCE S16°20'52”W, 51.15 FEET; THENCE S00°27'50"W, 79.09 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 498.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 05°49'00", AN ARC DISTANCE OF 50.56 FEET TO THE POINT OF TANGENCY;
THENCE S06°16'49"W, 97.21 FEET; THENCE S02°19'35"W, 79.52 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE TO
THE WEST, HAVING A RADIUS OF 48.00 FEET AND A CHORD BEARING AND DISTANCE OF S14°16'20"W, 22.91 FEET TO WHICH A
RADIAL LINE BEARS S89°32'10"E; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF
27°37'02", AN ARC DISTANCE OF 23.14 FEET TO SAID RIGHT OF WAY LINE OF COUNTY ROAD NUMBER 466A; THENCE ALONG SAID
RIGHT OF WAY LINE AND A NON-TANGENT LINE RUN N89°32'10"W, A DISTANCE OF 477.79 FEET; THENCE DEPARTING SAID
RIGHT-OF-WAY LINE RUN N00°27'50" E A DISTANCE OF 30.00 FEET; THENCE PARALLEL WITH SAID RIGHT-OF-WAY LINE RUN
N89°32'10"W A DISTANCE OF 159.78 FEET TO THE BOUNDARY OF VILLAGES OF SUMTER UNIT NO. 147, PER PLAT THEREOF RECORDED
IN PLAT BOOK 9, PAGES 8 THROUGH 8D, PUBLIC RECORDS OF SUMTER COUNTY, FLORIDA; THENCE ALONG SAID BOUNDARY WITH THE FOLLOWING
TWO (2) COURSES: RUN N00°23'44"E A DISTANCE OF 380.00 FEET; THENCE S89°32'10"E A DISTANCE OF 672.49 FEET;
THENCE DEPARTING SAID PLATTED BOUNDARY RUN S00°27'50”W A DISTANCE OF 32.80 FEET TO THE POINT OF BEGINNING.


 


TOGETHER WITH A NON EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER
THE FOLLOWING INTERNAL ROADS AND DRIVES) AS MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 




    	EXHIBIT A-1	Page 1



    	 



    

 


THAT PORTION OF SECTION 3, TOWNSHIP 19 SOUTH, RANGE 23 EAST, SUMTER
COUNTY, FLORIDA, DESCRIBED AS FOLLOWS:


 


COMMENCE AT THE SOUTHWEST CORNER OF TRACT 'J', ALLENDALE
VILLAS, PLAT BOOK 9, PAGES 12 AND 12A, AS RECORDED IN PUBLIC RECORDS OF SUMTER COUNTY, FLORIDA, THENCE N89°32'10"W
ALONG THE NORTH RIGHT OF WAY LINE OF COUNTY ROAD NUMBER 466A, A DISTANCE OF 620.70 FEET TO THE POINT OF BEGINNING, SAID POINT
OF BEGINNING ALSO BEING THE BEGINNING OF A CURVE CONCAVE TO THE NORTHEAST HAVING A RADIUS OF 48.00 FEET TO WHICH A RADIAL
LINE BEARS S63°17'31"W, THENCE DEPARTING SAID RIGHT OF WAY LINE RUN NORTHERLY 22.76 FEET ALONG THE ARC THEREOF
THROUGH A CENTRAL ANGLE OF 27°10'25" TO THE POINT OF TANGENCY; THENCE N00°27'56"E A DISTANCE OF 46.21 FEET;
THENCE N04°46'25"W, 161.20 FEET; THENCE N00°12'37"E, 99.25 FEET TO THE POINT OF CURVATURE OF A CURVE
CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 23.00 FEET; THENCE RUN NORTHEASTERLY 36.23 FEET ALONG THE ARC THEREOF THROUGH A
CENTRAL ANGLE OF 90°15'13" TO THE POINT OF TANGENCY; THENCE S89°32'10"E, 356.81 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 32.50 FEET; THENCE RUN EASTERLY 15.78 FEET ALONG THE ARC THEREOF
THROUGH A CENTRAL ANGLE OF 27°49'35"; THENCE DEPARTING SAID CURVE RUN N28°17'25"E A DISTANCE OF 26.00 FEET
TO A POINT ON A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 57.00 FEET TO WHICH A RADIAL LINE BEARS
N29°05'17”E, CHORD BEARING AND DISTANCE OF N75°13'27”W, 28.18 FEET; THENCE RUN WESTERLY 28.48 FEET ALONG
THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 28°37'27" TO THE POINT OF TANGENCY; THENCE N89°32'10"W, 786.04
FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 59.20 FEET; THENCE RUN WESTERLY, 7.56 FEET
ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 07°19'07" TO THE POINT OF REVERSE CURVATURE OF A CURVE CONCAVE
NORTHERLY, HAVING A RADIUS OF 10.00 FEET; THENCE RUN WESTERLY 11.25 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF
64°27'44" TO THE POINT OF TANGENCY; THENCE N32°23'33"W A DISTANCE OF 4.42 FEET TO THE POINT OF CURVATURE OF
A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 38.00 FEET; THENCE RUN NORTHWESTERLY 37.92 FEET ALONG THE ARC THEREOF
THROUGH A CENTRAL ANGLE OF 57°10'11" TO THE POINT OF TANGENCY; THENCE N89°33'44"W, 195.69 FEET TO THE POINT
OF CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 30.00 FEET; THENCE RUN SOUTHWESTERLY, 47.21 FEET ALONG THE
ARC THEREOF THROUGH A CENTRAL ANGLE OF 90°10'20" TO THE POINT OF TANGENCY; THENCE S00°15'57"W, 342.12 FEET
TO A POINT 30.00 FEET NORTH OF THE NORTH RIGHT-OF-WAY LINE OF COUNTY ROAD NUMBER 466A; THENCE PARALLEL WITH SAID
RIGHT-OF-WAY LINE RUN S89°32'10"E, 16.00 FEET; THENCE RUN N00°15'57"E, 340.17 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 16.00 FEET; THENCE RUN NORTHEASTERLY 25.18 FEET ALONG THE ARC
THEREOF THROUGH A CENTRAL ANGLE OF 90°10'20" TO THE POINT OF TANGENCY; THENCE S 89°33'44" E A DISTANCE OF
190.69 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 25.00 FEET; THENCE RUN
SOUTHEASTERLY, 25.97 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL ANGLE OF 59°31'26" TO THE POINT OF TANGENCY;
THENCE S30°02'18"E, 31.99 FEET TO THE INTERSECTION WITH A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 33.00 FEET TO
WHICH A RADIAL LINE BEARS N30°02'18”W; THENCE RUN EASTERLY, 17.57 FEET ALONG THE ARC THEREOF THROUGH A CENTRAL
ANGLE OF 30°30'07" TO THE POINT OF TANGENCY; THENCE S89°32'10"E A DISTANCE OF 355.00 FEET TO THE POINT OF
CURVATURE OF A CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 23.00 FEET; THENCE RUN SOUTHEASTERLY 36.13 FEET ALONG THE ARC
THEREOF THROUGH A CENTRAL ANGLE OF 90°00'00" TO THE POINT OF TANGENCY; THENCE S00°27'50"W, 79.09 FEET TO
THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE WEST AND HAVING A RADIUS OF 498.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF
SAID CURVE THROUGH A CENTRAL ANGLE OF 05°49'00", AN ARC DISTANCE OF 50.56 FEET TO THE POINT OF TANGENCY; THENCE
S06°16'49"W, 97.21 FEET; THENCE S02°19'35"W, 79.52 FEET TO A POINT ON A NON-TANGENT CURVE CONCAVE TO THE
WEST, HAVING A RADIUS OF 48.00 FEET AND A CHORD BEARING AND DISTANCE OF S14°16'20"W, 22.91 FEET TO WHICH A RADIAL
LINE BEARS S89°32'10"E; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF
27°37'02", AN ARC DISTANCE OF 23.14 FEET TO SAID RIGHT OF WAY LINE; THENCE S89°32'10"E, ALONG SAID RIGHT OF
WAY LINE AND A NON-RADIAL LINE A DISTANCE OF 69.15 FEET TO THE POINT OF BEGINNING.


 




    	EXHIBIT A-1	Page 2



    	 



    

 


EXHIBIT A-2


 


Legal Description of Sumter Grand Land


 


[TO BE ADDED AT CLOSING OF SUMTER GRAND PROPERTY]


 




    	EXHIBIT A-2	Page 1



    	 



    

 


EXHIBIT B-1


 


Sumter Place Permitted Exceptions


 


		1.	Any lien or claim of lien for services, labor or materials
which may take priority over the estate or interest insured by reason of that certain Notice of Commencement recorded under O.R.
Book 2635, Page 35 and amended in O.R. Book 2642, Page 353, of the Public Records of Sumter County, Florida. (As to Internal Roads
and Drives only)



		2.	Notice of Adoption of the Villages of Sumter Development
of Regional Impact recorded in O.R. Book 819, Page 157, together with Amendments recorded in O.R. Book 833, Page 157, O.R. Book
950, Page 621, O.R. Book 1072, Page 572, O.R. Book 1072, Page 585, O.R. Book 1194, Page 69, O.R. Book 1511, Page 680, O.R. Book
1664, Page 60, O.R. Book 1683, Page 198, O.R. Book 1715, Page 631, O.R. Book 1972, Page 147, O.R. Book 1972, Page 160, O.R. Book
2044, Page 771, O.R. Book 2259, Page 52, O.R. Book 2514, Page 466, O.R. Book 2532, Page 45, O.R. Book 2536, Page 719 and O.R.
Book 2538, Page 512, Public Records of Sumter County, Florida.



		3.	Memorandum of Agreement by and between Sumter County,
Florida, and Lake County Service Corporation recorded in O.R. Book 1599, Page 470, together with Amended and Restated Memorandum
of Agreement recorded in O.R. Book 2236, Page 520, Public Records of Sumter County, Florida.



		4.	Notice of Recontouring of Land (NOPC Area 6) Development
Agreement for the Villages of Sumter DRI Substantial Deviation recorded in O.R. Book 1268, Page 133, Public Records of Sumter
County, Florida.



		5.	Grant of Easement in favor of the Villages Water Conservation
Authority, L.L.C., a Florida limited liability company, recorded in O.R. Book 1508, Page 803, together with Assignment of Easements
in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 562, Public Records of Sumter County,
Florida.



		6.	Grant of Easement in favor of the Villages Water Conservation
Authority, L.L.C., a Florida limited liability company, recorded in O.R. Book 1508, Page 412, together with Assignment of Easements
in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 562, Public Records of Sumter County,
Florida.



		7.	Notice of Establishment of North Sumter County Utility
Dependent District recorded in O.R. Book 2219, Page 21, Public Records of Sumter County, Florida.



		8.	Grant of Easements in favor of North Sumter Utility Company,
L.L.C., a Florida limited liability company, recorded in O.R. Book 1966, Page 669, together with Assignment of Easements and Assumption
of Obligations in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 556, Public Records
of Sumter County, Florida.



		9.	Grant of Easements in favor of the Villages Water Conservation
Authority, L.L.C., a Florida limited liability company, recorded in O.R. Book 1967, Page 1, together with Assignment of Easements
and Assumption of Obligations in favor of North Sumter County Utility Dependent District recorded in O.R. Book 2260, Page 556,
Public Records of Sumter County, Florida.



		10.	Terms and conditions of the following: that certain Unrecorded
Amended and Restated Ground Lease referenced in the Amended and Restated Memorandum of Ground Lease between GTMJ Investment Group,
LLC and Retirement One, LLC, a Florida limited liability company recorded in O.R. Book 2597, Page 791, Public Records of Sumter
County, Florida. Notice of Leased Premises Not Subject to Construction Liens recorded in O.R. Book 2226, Page 299, Public Records
of Sumter County, Florida.



		11.	Declaration of Covenant for the Payment of Amenity Fees
recorded in O.R. Book 2468, Page 380, Public Records of Sumter County, Florida.



		12.	Amended and Restated Memorandum of Ground Lease recorded
in O.R. Book 2594, Page 727, Public Records of Sumter County, Florida. (As to Internal Roads and Drives only)



		13.	Matters shown on the ALTA/ ACSM Land Title Survey of
Farner Barley and Associates, Inc., dated April 9, 2013, with last revision dated December 19, 2014, namely, encroachments of
the concrete block wall, charging stations, landscaping, curbing and parking spaces located on the north side of the property
into the Utility Easement recorded in Official Records Book 1966 Page 669 and ORB 1967 Page 1 Public Records of Sumter County,
Florida.






		14.	Declaration of Covenant for the Payment of Amenity Fees
recorded in O.R. Book 2598, Page 1, Public Records of Sumter County, Florida.(As to Internal Roads and Drives only)



 




    	EXHIBIT B-1	Page 1



    	 



    

 


EXHIBIT
B-2


 


Sumter Grand Permitted Exceptions


 


[TO BE ADDED AT CLOSING OF SUMTER GRAND PROPERTY]


 




    	EXHIBIT B-2	Page 1



    	 



    

 


EXHIBIT C


 


Title Requirements


 


		1.	Title Insurance Company Requirements. The maximum
single risk (i.e., the amount insured under any one policy) by a title insurer may not exceed 25% of that insurer’s surplus
and statutory reserves. Reinsurance must be obtained by closing for any policy exceeding such amount.



 


		2.	Loan Policy Forms. Standard American Land Title
Association form of mortgagee insurance policy, must be used.



 


		3.	Insurance Amount. The amount insured must equal
at least the original principal amount of the Loan.



 


		4.	Named Insured. The named insured under the Title
Policy must be substantially the same as the following: “KeyBank National Association, as agent for the benefit of the Lenders,
and its respective successors and assigns.”



 


		5.	Arbitration. In the event that the form policy
which is utilized includes a compulsory arbitration provision, the insurer must agree that such compulsory arbitration provisions
do not apply to any claims by or on behalf of the insured.



 


		6.	Date of Policy. The effective date of the Title
Policy must be as of the date and time of the recording of the applicable Mortgage(s).



 


		7.	Legal Description. The legal description of the
property contained in the Title Policy must conform to (a) the legal description shown on the survey of the property, and
(b) the legal description contained in the Mortgage.



 


		8.	Easements. Each Title Policy shall insure, as
separate parcels: all appurtenant easements and other estates benefiting the property.



 


		9.	Exceptions to Coverage. With respect to the exceptions,
the following applies:



 


		a)	Each Title Policy shall afford the broadest coverage available in the state in which the subject
property is located.



 


		b)	The “standard” exceptions (such as for parties in possession or other matters not shown
on public records) must be deleted to the extent permitted by law or regulation.



 


		c)	The “standard” exception regarding tenants in possession under residential leases,
should also be deleted. In the alternative, the exception should read substantially as follows: “Rights or claims of parties
in possession under residency agreements, as residents only, without any right of first refusal to purchase any portion of the
property.” For commercial properties, a rent roll should be attached in lieu of the general exception.



 


		d)	The standard survey exception to the Title Policy must be modified to read “shortages in
area” only.



 


		e)	Any exception for taxes, assessments, or other lienable items must expressly insure that such taxes,
assessments, or other items are not yet due and payable.



 


		f)	Any lien, encumbrance, condition, restriction, or easement
of record must be listed in the Title Policy, and the Title Policy must affirmatively insure against all loss or damage due to
encroachments upon insured easements, if any.



 




    	EXHIBIT C	Page 1



    	 



    

 


		g)	The Title Policy may not contain any exception for any filed or unfiled mechanics’ or materialmen’s
liens.



 


		10.	Endorsements. With respect to endorsements, the
following applies:



 


	Lender may require the following

endorsements where applicable and

available:	due execution	single tax lot
	 	 	 
	Access	 	 
	Address	first loss	subdivision
	Assessments	last dollar	tie in
	assignment of leases and rents	leasehold	usury
	assignment of loan documents	mineral rights	 
	Contiguity	mortgage tax	 
	doing business	reverter	 


 


		11.	Informational Matters. The Policy must include,
as an informational note, the following:



 


The recorded plat number
together with recording information.


 


		12.	Delivery of Copies. Legible copies of all easements,
encumbrances, or other restrictions shown as exceptions on the Title Policy must be delivered with the first draft of the title
commitment.



 




    	EXHIBIT C	Page 2



    	 



    

 


EXHIBIT D


 


SURVEY REQUIREMENTS


 


Property Survey:


 


		1.	A survey shall be certified to Lender ___________ and
___________ [(insert names of Borrower and Title Insurance Company)] by a registered land surveyor. The survey is to have the
surveyor’s seal affixed and shall reflect a current date. Older surveys are acceptable if updated and re-certified.



 


		2.	The full legal description and street address must be
shown. The legal description must be identical to that contained in the title insurance commitment. If the premises are described
as being on a filed plat or map, the survey should contain a legend relating the parcel to the map on which it is shown.



 


		3.	All perimeter property lines must be specifically identified.
Show the location by courses and distances of: (a) the parcel to be covered by the mortgage; (b) clearly designate the point of
beginning and the relation of the point of beginning of said parcel to the monument from which it is fixed; (c) all servient easements;
(d) the established building line; (e) all easements appurtenant to said parcel (f) the line of the street or streets abutting
the parcel and the width of said streets; (g) the location by courses and distances of the nearest intersection of two streets
to the subject property.



 


		4.	The number of square feet or acres contained in the parcel
must be specifically identified.



 


		5.	All streets adjacent to the property and R.O.W. lines
must be specifically identified. The survey must disclose that access to the adjacent streets exists.



 


		6.	All exceptions on the title insurance commitment must
be plotted (or, identified on the face of the survey as not plottable). Indicate the reason that any exceptions (except liens)
are not plottable.



 


		7.	All easements affecting the property shall be identified
by recording information (book and page or document number of instrument creating the easement).



 


		8.	Identify all utility lines as they service the property
and improvements (sewer, water, gas, electric and telephone). Indicate whether the utility line is above or below grade and show
the sizes of the respective service.



 


		9.	Show and describe encroachments or make a positive statement
there are not encroachments.



 


		10.	State whether or not the property appears on any U.S.
Department of H.U.D. Flood Insurance Boundary Map and, if so, further state the map number and whether or not the property appears
in the “Flood Hazard” shown on the map.



 


		11.	Show the location of railroad tracks and sidings.



 


		12.	The location of rubbish fills, sloughs, springs, filled-in
wells or cisterns and seep holes should be charted wherever possible.



 


		13.	For property on which existing improvements are to remain,
include:



 


		(a)	All structures and improvements including sidewalks,
stoops, over-hangs, and parking areas must be shown. The square footage of all structures must be listed. Show all structures
and improvements on said parcel with horizontal lengths of all sides and the relation thereof by distances to (i) all boundary
lines of the parcel; (ii) servient easements; (iii) established building lines; and (iv) street lines.



 


		(b)	Identify parking and paved areas. Identify the number
of vehicles that may be parked in each parking area.



 




    	EXHIBIT D	Page 1



    	 



    

 


FORM OF CERTIFICATION FOR SURVEYS


 


To KeyBank National Association, as agent for
the benefit of the Lenders, ___________ and ___________ (insert Borrower and Title Insurance Company):


 


This is to certify that this map or plat and
the survey on which it is based were made in accordance with the “2011 Minimum Standard Detail Requirements for ALTA/ACSM
Land Title Surveys,” jointly established and adopted by ALTA and NSPS, and includes Items [2, 3, 4, 6, 7(a), 7(b), 7(c),
8, 9, 10, 11(a), 13 and 16] of Table A thereof. The field work was completed on ___________. Pursuant to the Accuracy Standards
as adopted by ALTA and NSPS and in effect on the date of this certification, undersigned further certifies that in my professional
opinion, as a land surveyor registered in the State of __________, the Relative Positional Accuracy of this survey does not exceed
that which is specified therein.


 


Date of Plat or Map: _______________                                                            (signed)                           (seal)


Registration No.


 




    	EXHIBIT D	Page 2



    	 



    

 


EXHIBIT E


 


 


INSURANCE REQUIREMENTS FOR COMMERCIAL REAL
ESTATE LOANS


TERM LOAN – Existing or Completed
Building – Health Care Group


 


Named Insured (Borrower): Retirement
Two, LLC and Sumter Place Owner, LLC


 


Collateral Property Addresses:        Sumter Grand: 1490 Killingsworth
Way, The Villages, FL 32162 and


Sumter Place: 1550 Killingsworth Way,
The Villages, FL 32162


 


		Mortgagee:	KeyBank National Association, its successors and/or assignees, for itself and, when applicable, as agent for other participating
lenders



 


	Mortgagee address:	KeyBank Real Estate Capital, Attention: Insurance Dept
	 	11501 Outlook Street, Suite #300, Overland
Park, KS 66211



 


Deductible under any line of coverage (except flood, quake and named
windstorm) must not exceed $100,000.


 


NOTE: EVIDENCE
OF INSURANCE MUST ADDRESS ALL THESE POINTS


PROPERTY 


	
        Required

        coverage and conditions:

         
	
        ·     “Special
        Form” equivalent to ISO standard, or “Risks of loss not otherwise excluded” for coverage comparable to ISO Special
        Form, including damage from windstorm and hail

        ·     Boiler
        & Machinery or Breakdown coverage for buildings with boilers, elevators or central HVAC (not required for per-unit HVAC)

        ·     Replacement
        cost valuation for building. Actual loss sustained for business income.

        ·     No
        coinsurance / coinsurance waived

        ·     At
        least 180 days extended period of recovery provision under business income

	Additional causes of loss if specified:	
         ̈ Flood –
        mandatory at NFIP limits ($250,000 per residential bldg.,

        $500,000 per commercial bldg.) if property
is in Special Flood Hazard Area

         ̈  Additional or
        alternative flood limits: $1,000,000

         ̈  Earthquake $
        25% of value if location is high-risk for earthquake

        x Terrorism

        x Ordinance or Law:
        (A) Loss of value of undamaged part – within full building limit

        (if sublimit applies, it should be
at least 25% of hard cost value);

        (B) Demolition and (C) Increased Cost
of Construction: $1,000,000

         ̈ Other

         

	Amount of insurance:	
        Building: Sufficient to cover insurable value (cost to construct
        less standard exclusions such as

        foundation):  Sumter Place $23,630,000

        Sumter Grand $32,010,000

        Business interruption: Sufficient to cover 12 months’ revenue
        or rental income:

        Sumter Place  $9,274,107

        Sumter
        Grand $8,601,995

	
        Mortgagee Clause:

         
	
        Mortgagee identified as above.

        Mortgagee provisions must match standard clause of ISO forms
        or Lender’s Loss Payable clause per section D of ISO form CP 12 18 (06 07); INCLUDE COPY WITH
        CERTIFICATE

         

	Documentation:	
        Acord 28 Evidence of Property Insurance

        ·     All
details specified above must be specifically addressed.

        ·     All
deductibles and any sub-limits must be disclosed.

        ·     If
program is blanket over other locations as well as loan property, show policy limits along with values reported to insurer for
the subject location.



 




    	EXHIBIT E	Page 1



    	 



    

 


GENERAL LIABILITY


 


	Coverage form:	
        Commercial General Liability – equivalent to ISO standard
        occurrence-based form, including bodily injury, property damage, personal injury, contractual liability and products/completed
        operations liability, unless otherwise agreed by lender. Claims-made form may be accepted if linked to claims-made professional
        liability coverage.

         

	
        Limit of liability per occurrence:

         
	
         

        Not less than $3,000,000 combining primary and excess

         

	
        Mortgagee as Additional Insured:

         

         
	
        Mortgagee identified on page 1.

        Coverage granted per ISO form CG 20 18 or CG 20 26, or equivalent.

        INCLUDE COPY OF ENDORSEMENT OR POLICY PROVISIONS
        WITH CERTIFICATE.

         

	Documentation:	
        Acord 25 Certificate of Liability Insurance

         



 


BORROWER’S PROPERTY, GENERAL LIABILITY AND UMBRELLA/EXCESS
INSURERS MUST HAVE BEST’S RATINGS NOT LESS THAN A:X UNLESS OTHERWISE AGREED TO BY LENDER.


 


OTHER COVERAGES


 


	Workers’ Compensation:	
        Statutory benefits for the state where the building is located.
        This requirement may be waived if borrowing entity has no employees and property manager produces evidence of workers’
        compensation coverage.

         

	Employer’s Liability:	
        $100,000 per accident for accidental injury; $100,000 per employee
        and $100,000 aggregate for occupational illness or disease.

         

	Business Auto Liability:	Covering owned, non-owned and hired/rented vehicles
	
         

        Environmental Liability:
	
         

         ̈ Requirement applies
        only if checked. Form should cover liability for bodily injury and property damage claims, both on and off site, arising from existing
        and newly-discovered conditions, and include mortgagee as an insured along with borrower. Full quote and specimen forms must be
        submitted for lender approval.

        Required limit: $[TBD if coverage is applicable]

         

	Medical Professional Liability:	
        x Required if the borrowing
        entity is providing medical or healthcare services including assisted living.

        Required limit not less than: $1,000,000



 




    	EXHIBIT E	Page 2



    	 



    

 


EXHIBIT F


 


RESERVED


 




    	EXHIBIT F	Page 1



    	 



    

 


EXHIBIT
G


 


FORM OF BORROWERS’ CERTIFICATE OF COMPLIANCE


 


KeyBank National Association, as Agent


127 Public Square


Cleveland, Ohio 44144


		Attention:	Relationship Manager,



KeyBank
Real Estate Capital, Healthcare


 


		Re:	Secured Loan Agreement dated as of December 31, 2014
(as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) and all loan documents
related thereto (the “Loan Documents”), between SUMTER PLACE OWNER, LLC, RETIREMENT TWO, LLC (collectively
“Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as administrative agent for the benefit
of the lenders, and the Lenders



 


Reference is made to the Agreement and the
Loan Documents. Capitalized terms used in this Certificate (including schedules and other attachments hereto, this “Certificate”)
without definition have the meanings specified in the Agreement and the Loan Documents.


 


Pursuant to applicable provisions of the Agreement
and the Loan Documents, the Borrowers hereby certify to the Agent that the information furnished in the attached schedules, including,
without limitation, each of the calculations listed below are true, correct and complete in all material respects as of the last
day of the fiscal periods subject to the financial statements and associated covenants being delivered to the Agent pursuant to
the Agreement and the Loan Documents together with this Certificate (such statements being defined as the “Financial Statements”
and the periods covered thereby defined as the “Reporting Period”) and for such reporting periods.


 


Borrowers hereby further certify to the Agent
that:


 


		1.	Compliance with Financial Covenants. As shown
below, Borrowers confirm that Borrowers are in full compliance with the Financial Covenants contained in the Loan Agreement.



 


(Need to include
the following for each Project tested)


 


		Covenant:	Debt Service Coverage Covenant for _______________ Project
tested quarterly (Commencing March 31, 2015, and continuing as of each March 31, June 30, September 30 and December 31 thereafter).



 


		Calculation:	Debt Service Coverage – Adjusted NOI divided by the Implied Debt Service for the applicable
period (Please attach the calculation)



 


Calculations are shown
on Schedule I attached hereto


 


Debt Service Coverage of
___________for period ending ____________


 


Minimum Required Debt Service
Coverage: to 1.00


 


Compliance? (Yes or No)                              _____________________


 




    	EXHIBIT G	Page 1



    	 



    

 


		2.	Review of Condition. Borrowers have reviewed the
terms of the Agreement and the Loan Documents, including, but not limited to, the representations and warranties of the Borrower
set forth in the Agreement and the Loan Documents and the covenants of the Borrowers set forth in the Agreement, and have made,
or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of the Borrowers through
the reporting periods.



 


		3.	Representations and Warranties. To the actual
knowledge of Borrowers, the representations and warranties of the Borrowers contained in the Agreement and the Loan Documents,
as applicable, are true and accurate in all material respects as of the date hereof and were true and accurate in all material
respects at all times during the reporting period except as expressly noted on Schedule A hereto.



 


		4.	Covenants. To the actual knowledge of Borrowers,
during the reporting period, the Borrowers observed and performed all of the respective covenants and other agreements under the
Agreement and the Loan Documents, and satisfied each of the conditions contained therein to be observed, performed or satisfied
by the Borrowers, except as expressly noted on Schedule A hereto.



 


		5.	No Event of Default. To the actual knowledge of
Borrowers, no Event of Default exists as of the date hereof or existed at any time during the reporting period, except as expressly
noted on Schedule A hereto.



 




    	EXHIBIT G	Page 2



    	 



    

 


IN WITNESS WHEREOF, this
Certificate is executed by the undersigned this ____ day of __________, 20____.


 


	 	SUMTER PLACE OWNER, LLC, a Delaware

limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	RETIREMENT TWO, LLC, a Florida limited

liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	EXHIBIT G	Page 3



    	 



    

 


EXHIBIT H


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


DATE: _________, ___, 2____


 


This ASSIGNMENT AND ASSUMPTION AGREEMENT
(this “Agreement”) is dated as of this _____ day of __________, _____, and is made by and between _______ (“Assignor”)
and _________ (“Assignee”).


 


PRELIMINARY STATEMENT


 


Assignor is a party to that certain Secured
Loan Agreement dated as of ______ __, 2014, (the Loan Agreement, as the same may be amended, supplemented, restated or otherwise
modified from time to time shall be referred to herein as the “Loan Agreement”), by and among ___________________________________________,
_____________________________, _____________________________, and ________________________ (collectively, “Borrowers”),
and KeyBank National Association, as a lender and as Administrative Agent [and Lead Arranger] and the lenders named therein (collectively,
“Lender”). Pursuant to the Loan Agreement, Lender agreed to make a loan of up to FIFTY-THREE MILLION ONE HUNDRED FIFTY-FOUR
THOUSAND SIX HUNDRED and NO/100 DOLLARS ($53,154,600.00) (the “Loan”) to Borrowers to finance Project described in
the Loan Agreement. Assignee desires to purchase from Assignor an undivided interest in the Loan under the terms and conditions
set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms
in the Loan Agreement.


 


AGREEMENT


 


Assignor and Assignee, in consideration of
the matters described in the foregoing Preliminary Statement, which are incorporated herein, and in consideration of the mutual
covenants and agreements and provisions herein contained, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, do hereby covenant and agree as follows:


 


1.          Assignment
and Assumption. Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an undivided interest in and to the Loan and the Loan Documents and Assignor’s rights and obligations thereunder, which interest
shall equal a percentage of _________% and a corresponding Commitment in the maximum amount of $_________, such that after giving
effect to this assignment (i) the Assignee shall hold a Percentage of the Loan equal to _____% and a Commitment in the maximum
amount of $__________, together with the outstanding rights and obligations under the Loan Agreement and the other Loan Documents
in connection with such Commitment, and (ii) Assignor shall hold a Percentage of the Loan equal to ____% and a Commitment in the
maximum amount of $__________.


 


2.          Effective
Date. The effective date of this Agreement (the “Effective Date”) shall be ___________, ______, which shall be
no earlier than three (3) Business Days prior to receipt by the Agent of a fully executed copy of this Agreement. As of the Effective
Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and
obligations assigned to the Assignee hereunder, the assumption of such obligations by Assignee inuring to the direct benefit of
Borrowers, and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Loan
Documents with respect to the rights and obligations assigned to the Assignee hereunder.


 


3.          Payment
Obligations. On the Effective Date the Assignee shall pay to Assignor the outstanding principal balance in respect of the interest
purchased hereunder. Accrued and unpaid interest shall be prorated when received from the Borrowers. The Assignee shall advance
funds directly to the Agent with respect to all advances and reimbursement payments to be made on or after the Effective Date with
respect to the interest assigned hereby. Assignee shall not be entitled to any interest or fees, of any nature, paid by the Borrowers
to Assignor pursuant to the Loan Agreement and the other Loan Documents or otherwise owed to Assignor prior to the Effective Date.


 




    	EXHIBIT H	Page 1



    	 



    

 


4.          Representations
of the Assignor; Limitations on the Assignor’s Liability. The Assignor represents and warrants that (a) it is the legal
and beneficial owner of the interest being assigned by it hereunder and (b) that such interest is free and clear of any adverse
pledge, security interest, claim or other lien or encumbrance. It is understood and agreed that the assignment and assumption hereunder
are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee.
Neither the Assignor, nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution,
legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation,
documents granting the Assignor and the other Lenders a security interest in assets of the Borrowers or Guarantor, (ii) any representation,
warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness
of the Borrowers, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting
any of the property, books or records of the Borrowers, (vi) the validity, enforceability, perfection, priority, condition, value
or sufficiency of any collateral securing or purporting to secure the Loan, or (vii) any mistake, error of judgment, or action
taken or omitted to be taken in connection with the Loan or the Loan Documents. This Section shall survive the assignment of the
interest assigned herein.


 


5.          Representations
and Covenants of the Assignee. The Assignee (i) confirms that it has received a copy of the Loan Agreement, together with copies
of such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Agreement, (ii) agrees that it will, independently and without reliance upon Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent
to take such action on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees for the benefit of Borrowers
and the other Lenders that it will perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Bank, (v) agrees that its payment instructions and notice instructions are as
set forth in Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase
and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and
under the Loan Documents will not be “plan assets” under ERISA, and (vii) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Loan Documents without
deduction or withholding of any United States federal income taxes.


 


6.          Subsequent
Assignments. After the Effective Date, the Assignee shall have the right pursuant to Article 24 of the Loan Agreement to assign
the rights which are assigned to the Assignee, provided that any such subsequent assignment does not violate any of the terms and
conditions of the Loan Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent
required under the terms of the Loan Documents has been obtained.


 


7.          Entire
Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings between the parties hereto relating to the subject matter hereof.


 


8.          Governing
Law. This Agreement shall be governed by the internal law, and not the law of conflicts, of the State of _________.


 


9.          Notices.
Notices shall be given under this Agreement in the manner set forth in the Loan Agreement.


 


[remainder of page intentionally left
blank]


 




    	EXHIBIT H	Page 2



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.


 


	ASSIGNOR:	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	ASSIGNEE:	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	CONSENTED TO:	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[ADD BORROWER CONSENT IF REQUIRED]


 




    	EXHIBIT H	Page 3



    	 



    

 


EXHIBIT I


 


Borrowers’ Certificate


 


KeyBank National Association, as Agent


127 Public Square


Cleveland, Ohio 44144


		Attention:	Relationship Manager,



KeyBank Real Estate Capital,
Healthcare


 


		Re:	Secured Loan Agreement dated as of December _____,
2014 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”) and all
loan documents related thereto (the “Loan Documents”), between SUMTER PLACE OWNER, LLC, RETIREMENT TWO,
LLC (collectively “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as
administrative agent for the benefit of the lenders, and the Lenders.



 


		1.	Pursuant to the Loan Agreement, Borrowers hereby requests
a loan advance. We acknowledge that this amount is subject to inspection, verification, and available funds.



 


Funding Instructions: _________________________________


 


		2.	This Borrowers’ Certificate is to be utilized
only in satisfaction of costs and charges with respect to the applicable Project and Improvements thereon as shown on the closing
statement attached hereto.



 


		3.	The Borrowers certify and agree that:



 


		(a)	They have complied with all duties and obligations
required to date to be carried out and performed by it pursuant to the terms of the Loan Agreement;



 


		(b)	No Event of Default as defined in the Loan Agreement
has occurred and is continuing and;



 


		(c)	All funds previously disbursed have been used for
the purposes as set forth in the Agreement;



 


		(d)	All representations and warranties contained in the
Loan Agreement are true and correct as of the date hereof.



 


		(e)	The undersigned understands that this certification
is made for the purpose of inducing Lender to make an advance to Borrowers and that, in making such advance, Lenders will rely
upon the accuracy of the matters stated in this certificate.



 


		4.	Disbursement of the loan proceeds hereby requested
are subject to the receipt by Agent of a commitment from the title company to issue a mortgagee’s policy of title insurance
insuring the applicable Mortgage.



 


		5.	The terms used in this Borrowers’ Certificate
have the same meaning and definitions as those set forth in the Agreement.



 




    	EXHIBIT I	Page 1



    	 



    

 


		6.	The Borrowers, or authorized signer, certifies that
the statements made in this Borrowers’ Certificate and any documents submitted herewith and identified herein are true and
has duly caused this Borrowers’ Certificate to be signed on its behalf by the undersigned, thereunto duly authorized.



 


	 	DATE:	 	 
	 	 	 	 
	 	 	BORROWERS:
	 	 	 	 
	 	 	SUMTER PLACE OWNER, LLC, a Delaware

limited liability company
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	RETIREMENT TWO, LLC, a Florida limited

liability company
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    	EXHIBIT I	Page 2



    	 



    

 


SCHEDULE
i


 


Environmental Documents


 




    	SCHEDULE	Page 1



    	 



    

 


SCHEDULE
Ii


 


Debt Service Coverage Requirements for each
Project


 


	Test Date	 	Sumter Grand	 	Sumter Place
	 	 	 	 	 
	03/31/2014	 	N/A	 	0.50 to 1.00
	 	 	 	 	 
	06/30/2015	 	N/A	 	0.75 to 1.00
	 	 	 	 	 
	09/30/2015	 	0.25 to 1.00	 	1.00 to 1.00
	 	 	 	 	 
	12/31/2015	 	0.50 to 1.00	 	1.25 to 1.00
	 	 	 	 	 
	03/31/2016	 	0.75 to 1.00	 	1.25 to 1.00
	 	 	 	 	 
	06/30/2016	 	1.00 to 1.00	 	1.40 to 1.00
	 	 	 	 	 
	09/30/2016	 	1.25 to 1.00	 	1.40 to 1.00
	 	 	 	 	 
	12/31/2016 and all times thereafter	 	1.35 to 1.00	 	1.40 to 1.00


 




    	SCHEDULE	Page 2