Exhibit 10.1


 


EXECUTION VERSION


 





 



 


LOAN AGREEMENT


 


Dated as of December 28, 2017


 


by and among


 


THE PARTIES LISTED ON EXHIBIT B ATTACHED
HERETO,


as Borrowers


 


and


 


CAPITAL ONE, NATIONAL ASSOCIATION,


as Administrative Agent and a Lender,


 


THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER


BECOME PARTIES TO THIS LOAN AGREEMENT,


as Lenders,


 


****************************************


with


 


CAPITAL ONE, NATIONAL


ASSOCIATION,


as Sole Lead Arranger and


Bookrunner


 


and


 


THE FINANCIAL INSTITUTIONS WHICH MAY SERVE AS


RIGHT LEAD ARRANGERS, DOCUMENTATION AGENTS


AND SYNDICATION AGENTS HEREUNDER


FROM TIME TO TIME


 





 



 




     


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE
    1 DEFINITIONS	1
	 	 	 
	Section 1.1	Certain Definitions	1
	 	 	 
	Section 1.2	Definitions	28
	 	 	 
	Section 1.3	Phrases	28
	 	 	 
	ARTICLE
    2 LOAN TERMS	28
	 	 	 
	Section 2.1	The Loan	28
	 	 	 
	Section 2.2	Interest Rate; Late Charge	29
	 	 	 
	Section 2.3	Terms of Payment	29
	 	 	 
	Section 2.4	Prepayment	30
	 	 	 
	Section 2.5	Security; Establishment of Funds; Deposit Accounts	31
	 	 	 
	Section 2.6	Application of Payments	33
	 	 	 
	Section 2.7	Sources and Uses	35
	 	 	 
	Section 2.8	Increased Costs	35
	 	 	 
	Section 2.9	Illegality; Market Disruption Event	36
	 	 	 
	Section 2.10	[Intentionally Omitted].	37
	 	 	 
	Section 2.11	Libor Breakage Amount	37
	 	 	 
	Section 2.12	Evidence of Debt; Loan Accounts	37
	 	 	 
	Section 2.13	[Reserved]	38
	 	 	 
	Section 2.14	Mitigation Obligations; Replacement of Lenders	38
	 	 	 
	Section 2.15	Pro Rata Treatment; Sharing of Payments	39
	 	 	 
	Section 2.16	Fees	40
	 	 	 
	Section 2.17	Taxes	41
	 	 	 
	Section 2.18	Partial Releases	45
	 	 	 
	Section 2.19	Defaulting Lenders	48
	 	 	 
	ARTICLE
    3 INSURANCE, CONDEMNATION AND IMPOUNDS	50
	 	 	 
	Section 3.1	Insurance	50
	 	 	 
	Section 3.2	Use and Application of Insurance Proceeds	55
	 	 	 
	Section 3.3	Condemnation Awards	56
	 	 	 
	Section 3.4	Insurance Impounds	57
	 	 	 
	Section 3.5	Real Estate Tax Impounds	58


 




    	 	i	 



     


    

 


	ARTICLE
    4 LEASING MATTERS	59
	 	 	 
	Section 4.1	Representations and Warranties on Leases	59
	 	 	 
	Section 4.2	Standard Lease Form; Approval Rights	60
	 	 	 
	Section 4.3	Covenants	60
	 	 	 
	Section 4.4	Tenant Estoppels	61
	 	 	 
	Section 4.5	Compliance with Loan Terms	62
	 	 	 
	ARTICLE
    5 REPRESENTATIONS AND WARRANTIES	62
	 	 	 
	Section 5.1	Organization, Power and Authority; Formation Documents	62
	 	 	 
	Section 5.2	Validity of Loan Documents	62
	 	 	 
	Section 5.3	Liabilities; Litigation	63
	 	 	 
	Section 5.4	Taxes and Assessments	63
	 	 	 
	Section 5.5	Other Agreements Defaults	63
	 	 	 
	Section 5.6	Compliance with Laws	63
	 	 	 
	Section 5.7	Condemnation	63
	 	 	 
	Section 5.8	Access	63
	 	 	 
	Section 5.9	Location of Borrowers	64
	 	 	 
	Section 5.10	ERISA Employees	64
	 	 	 
	Section 5.11	Use of Loan Proceeds	64
	 	 	 
	Section 5.12	Margin Stock	64
	 	 	 
	Section 5.13	Forfeiture	64
	 	 	 
	Section 5.14	Tax Filings	65
	 	 	 
	Section 5.15	Solvency	65
	 	 	 
	Section 5.16	Full and Accurate Disclosure; No Material Adverse Change	65
	 	 	 
	Section 5.17	Flood Zone	66
	 	 	 
	Section 5.18	Single Purpose Entity/Separateness	66
	 	 	 
	Section 5.19	Compliance with International Trade Control Laws and OFAC Regulations	69
	 	 	 
	Section 5.20	Borrowers’ Funds	69
	 	 	 
	Section 5.21	Management Agreements	71
	 	 	 
	Section 5.22	Physical Condition	71
	 	 	 
	Section 5.23	No Change in Facts or Circumstances; Disclosure	71
	 	 	 
	Section 5.24	Healthcare Representations	71


 




    	 	ii	 



     


    

 


	ARTICLE
    6 FINANCIAL REPORTING	73
	 	 	 
	Section 6.1	Financial Statements	73
	 	 	 
	Section 6.2	Compliance Certificate	75
	 	 	 
	Section 6.3	Accounting Principles	75
	 	 	 
	Section 6.4	Access	75
	 	 	 
	Section 6.5	Annual Budget	76
	 	 	 
	Section 6.6	Books and Records/Audits	76
	 	 	 
	Section 6.7	Borrower Representative.	76
	 	 	 
	ARTICLE
    7 COVENANTS	76
	 	 	 
	Section 7.1	Transfers or Encumbrance of Property.	77
	 	 	 
	Section 7.2	Taxes and Utility Charges	78
	 	 	 
	Section 7.3	Management	78
	 	 	 
	Section 7.4	Operation; Maintenance; Inspection	79
	 	 	 
	Section 7.5	Taxes on Security	79
	 	 	 
	Section 7.6	Legal Existence, Name, Etc.	80
	 	 	 
	Section 7.7	Further Assurances	80
	 	 	 
	Section 7.8	Estoppel Certificates Regarding Loan	80
	 	 	 
	Section 7.9	Notice of Certain Events	81
	 	 	 
	Section 7.10	Payment for Labor and Materials	81
	 	 	 
	Section 7.11	Use and Proceeds, Revenues	81
	 	 	 
	Section 7.12	Compliance with Laws and Contractual Obligations.	81
	 	 	 
	Section 7.13	Operating and Financial Covenants	82
	 	 	 
	Section 7.14	Transactions with Affiliates	82
	 	 	 
	Section 7.15	Representations and Warranties	82
	 	 	 
	Section 7.16	Alterations	83
	 	 	 
	Section 7.17	Business and Operations	83
	 	 	 
	Section 7.18	Severability of Covenants	83
	 	 	 
	Section 7.19	Healthcare Covenants.	83
	 	 	 
	Section 7.20	Cooperation Regarding Primary Licenses and Permits	85
	 	 	 
	Section 7.21	Required Repairs and Post Closing Obligations	86
	 	 	 
	ARTICLE
    8 EVENTS OF DEFAULT	86
	 	 	 
	Section 8.1	Payments	86
	 	 	 
	Section 8.2	Insurance	86
	 	 	 
	Section 8.3	Prohibited Transfer	86


 




    	 	iii	 



     


    

 


	Section 8.4	Covenants	86
	 	 	 
	Section 8.5	Representations and Warranties	87
	 	 	 
	Section 8.6	Other Encumbrances	87
	 	 	 
	Section 8.7	Collateral	87
	 	 	 
	Section 8.8	Involuntary Bankruptcy or Other Proceeding	87
	 	 	 
	Section 8.9	Voluntary Petitions, Etc.	87
	 	 	 
	Section 8.10	Default Under Operators’ Agreements	87
	 	 	 
	Section 8.11	[Reserved].	87
	 	 	 
	Section 8.12	Certain Covenants	87
	 	 	 
	Section 8.13	Financial Information	88
	 	 	 
	Section 8.14	Default Under Recourse Guaranty Agreement	88
	 	 	 
	Section 8.15	Criminal Act	88
	 	 	 
	Section 8.16	Environmental Indemnity Agreement	88
	 	 	 
	Section 8.17	Required Repairs and Post Closing Obligations	88
	 	 	 
	Section 8.18	Secured Hedge Agreement	88
	 	 	 
	Section 8.19	Admissions Restrictions	88
	 	 	 
	Section 8.20	Healthcare Investigations.  The occurrence of a Healthcare Investigation affecting any of the Projects.	88
	 	 	 
	Section 8.21	Change of Control	88
	 	 	 
	ARTICLE
    9 REMEDIES	89
	 	 	 
	Section 9.1	Remedies – Insolvency Events	89
	 	 	 
	Section 9.2	Remedies – Other Events; Protective Advances	89
	 	 	 
	Section 9.3	Administrative Agent’s Right to Perform the Obligations	90
	 	 	 
	Section 9.4	Special Right to Cure with Respect to Operational Defaults	91
	 	 	 
	ARTICLE
    10 ADMINISTRATIVE AGENT	93
	 	 	 
	Section 10.1	Appointment and Duties	93
	 	 	 
	Section 10.2	Binding Effect	94
	 	 	 
	Section 10.3	Use of Discretion	95
	 	 	 
	Section 10.4	Delegation of Rights and Duties	95
	 	 	 
	Section 10.5	Reliance and Liability	95
	 	 	 
	Section 10.6	Administrative Agent Individually	97
	 	 	 
	Section 10.7	Lender Credit Decision	97
	 	 	 
	Section 10.8	Expenses	97


 




    	 	iv	 



     


    

 


	Section 10.9	Resignation of Administrative Agent	98
	 	 	 
	Section 10.10	Additional Secured Parties	98
	 	 	 
	Section 10.11	Reliance by Administrative Agent	99
	 	 	 
	Section 10.12	Rights as a Lender	99
	 	 	 
	Section 10.13	Standard of Care; Indemnification	100
	 	 	 
	Section 10.14	Failure to Act	100
	 	 	 
	Section 10.15	Titles	100
	 	 	 
	Section 10.16	USA Patriot Act Notice; Compliance	100
	 	 	 
	Section 10.17	No Reliance on Administrative Agent's Customer Identification Program	101
	 	 	 
	Section 10.18	Defaults.	101
	 	 	 
	ARTICLE
    11 MISCELLANEOUS	105
	 	 	 
	Section 11.1	Notices	105
	 	 	 
	Section 11.2	Amendments and Waivers	107
	 	 	 
	Section 11.3	Successors and Assigns	111
	 	 	 
	Section 11.4	Indemnity	114
	 	 	 
	Section 11.5	Debtor-Creditor Relationship	114
	 	 	 
	Section 11.6	Right of Setoff	114
	 	 	 
	Section 11.7	Sharing of Payments, Etc.	115
	 	 	 
	Section 11.8	Marshaling; Payments Set Aside	115
	 	 	 
	Section 11.9	Limitation on Interest	116
	 	 	 
	Section 11.10	Invalid Provisions	116
	 	 	 
	Section 11.11	Reimbursement of Expenses	117
	 	 	 
	Section 11.12	Approvals; Third Parties; Conditions	117
	 	 	 
	Section 11.13	Administrative Agent and Lenders Not in Control; No Partnership	118
	 	 	 
	Section 11.14	Contest of Certain Claims	118
	 	 	 
	Section 11.15	Time of the Essence	119
	 	 	 
	Section 11.16	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	119
	 	 	 
	Section 11.17	Renewal, Extension or Rearrangement	119
	 	 	 
	Section 11.18	Waivers	119
	 	 	 
	Section 11.19	Cumulative Rights; Joint and Several Liability	120


 




    	 	v	 



     


    

 


	Section 11.20	Joint and Several Liability of all Borrowers	120
	 	 	 
	Section 11.21	Singular and Plural	125
	 	 	 
	Section 11.22	Exhibits and Schedules	125
	 	 	 
	Section 11.23	Titles of Articles, Sections and Subsections	125
	 	 	 
	Section 11.24	Non-Public Information; Confidentiality	125
	 	 	 
	Section 11.25	Survival	127
	 	 	 
	Section 11.26	Waiver of Jury Trial	127
	 	 	 
	Section 11.27	Waiver of Punitive or Consequential Damages	127
	 	 	 
	Section 11.28	Governing Law	127
	 	 	 
	Section 11.29	Entire Agreement	127
	 	 	 
	Section 11.30	Counterparts	128
	 	 	 
	Section 11.31	Consents and Approvals	128
	 	 	 
	Section 11.32	Effectiveness of Facsimile Documents and Signatures	128
	 	 	 
	Section 11.33	Venue	128
	 	 	 
	Section 11.34	Important Information Regarding Procedures for Requesting Credit	128
	 	 	 
	Section 11.35	Method of Payment	129
	 	 	 
	Section 11.36	Component Note	129
	 	 	 
	Section 11.37	Post-Closing Obligations of Borrowers	129
	 	 	 
	Section 11.38	Release and Waiver Regarding Special Audits	130
	 	 	 
	Section 11.39	Limitation on Liability of Administrative Agent and Lenders’ Officers, Employees, Etc.	134


 




    	 	vi	 



     


    

 


EXHIBITS AND SCHEDULES


 


	Exhibits A-1 – A-23   	Description of Projects
	Exhibit B	List of Borrowers
	Exhibit C	Form of Assignment Agreement
	Exhibit D	Names of  Operating Tenants
	Exhibit E	Lender Addresses
	Schedule 1.1(a)	Management Agreements
	Schedule 1.1(b)	Existing Property Managers
	Schedule 2.1	Conditions to Advance of Loan Proceeds
	Schedule 4.1	Exceptions to Representations and Warranties Regarding Leases
	Schedule 5.1	Organization; Formation
	Schedule 5.4	Taxes and Assessments
	Schedule 5.7	Condemnation
	Schedule 5.9	Locations of Borrowers
	Schedule 5.24(a)	Third Party Payor Programs
	Schedule 5.24(b)	Primary Licenses
	Schedule 5.24(c)	Governmental Investigations
	Schedule 5.24(d)	Violations, Charges or Deficiencies
	Schedule 6.2	Compliance Certificate
	Schedule 11.19	Allocated Loan Amounts for Projects
	Schedule 11.37	Post-Closing Obligations and Required Repairs


 




    	 	vii	 



     


    

 


LOAN AGREEMENT


 


This Loan Agreement (including
all exhibits and schedules hereto, as the same may be amended, modified, or restated from time to time, this “Agreement”)
is entered into as of December 28, 2017, by and among THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO and each other entity that
becomes a borrower hereunder pursuant to the terms hereof (each a “Borrower” and collectively, “Borrowers”),
CAPITAL ONE, NATIONAL ASSOCIATION (“CONA”), as administrative agent and collateral agent for Lenders
(as defined herein) (in such capacity and together with its successors and permitted assigns, “Administrative Agent”),
and THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors
and permitted assigns, each a “Lender” and collectively, “Lenders”).


 


WITNESSETH:


 


WHEREAS, Borrowers have
requested that Administrative Agent and Lenders agree to (a) refinance or terminate certain existing indebtedness, (b) pay transaction
fees incurred in connection with this Agreement and the Loan (as defined below), and (c) provide a Loan in the amount of up to
$82,000,000.00 to be used by Borrowers, subject to the terms and conditions set forth herein.


 


WHEREAS, each Lender is
willing to agree (severally and not jointly) to make such Loan and provide such financial accommodations to Borrowers in accordance
with its Pro Rata Share, on the terms and conditions set forth herein, and Administrative Agent is willing to act as agent for
Lenders on the terms and conditions set forth herein and the other Loan Documents.


 


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


 


ARTICLE
1


 


DEFINITIONS


 


Section
1.1            Certain Definitions. As used herein,
the following terms have the meanings indicated:


 


“Acceptable
Accounting Method” means (i) GAAP or (ii) an accrual based accounting methodology reasonably acceptable to Administrative
Agent.


 


“ACH”
has the meaning assigned in Section 2.6(c).


 


“Additional
Transfer” has the meaning assigned in Section 11.35.


 


“Adjusted Net
Operating Income” or “ANOI” means, for any Test Period, without duplication, Consolidated
Revenue less Consolidated Expenses, in each case, calculated for Borrowers and their subsidiaries on a consolidated basis in accordance
with an Acceptable Accounting Method.


 




    	 	1	 



     


    

 


“Administrative
Agent” has the meaning assigned in the preamble to this Agreement.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by Administrative Agent.


 


“Advisor”
means Healthcare Trust Advisors, LLC.


 


“Advisory Agreement”
means that certain Second Amended and Restated Advisory Agreement, dated as of February 17, 2017, by and among Advisor, Sponsor
and REIT (as the same has been amended from time to time).


 


“Affiliate”
means, with respect to any Person, (a) any corporation in which such Person or any partner, shareholder, director, officer, member,
or manager of such Person directly or indirectly owns or controls more than twenty percent (20%) of the beneficial interest, (b)
any partnership, joint venture or limited liability company in which such Person or any partner, shareholder, director, officer,
member, or manager of such Person is a partner, joint venturer or member, (c) any trust in which such Person or any partner, shareholder,
director, officer, member or manager of such Person is a trustee or beneficiary, (d) any Person which is directly or indirectly
owned or controlled by such Person or any partner, shareholder, director, officer, member or manager of such Person, or (e) any
Person related by birth, adoption or marriage to any partner, shareholder, director, officer, member, manager, or employee of such
Person. Each Borrower Party shall be deemed an Affiliate of Borrowers.


 


“Affiliated
Manager” means any property manager in which any Borrower, or any Affiliate of any Borrower has, directly or indirectly,
any legal, beneficial or economic interest.


 


“Agency Disposition
Assets” means those assets listed on Schedule I.


 


“Agent Parties”
has the meaning assigned in Section 11.1(d)(ii).


 


“Agreement”
means this Loan Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Allocated
Loan Amounts” means for each Project existing on the Closing Date, the principal amount of the Loan allocated to
such Project and set forth on Schedule 11.19 hereto.


 


“Anti-Money
Laundering Laws” means those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit
the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated
countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests
of the United States; (c) require identification and documentation of the parties with whom a Financial Institution conducts business;
or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed
to include the Patriot Act, the Bank Secrecy Act, TWEA, IEEPA, and the sanction regulations promulgated pursuant thereto by the
OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.


 




    	 	2	 



     


    

 


“Approved Fund”
means, with respect to Administrative Agent or any Lender, any Person (other than a natural Person) that (a) is or will be engaged
in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course
of its business, and (b) is advised or managed by (i) Administrative Agent or such Lender or (ii) any Affiliate of Administrative
Agent or such Lender.


 


“Approved Insurer”
means any insurer (other than Medicaid/Medicare/TRICARE) as may be approved by Administrative Agent from time to time in its sole
discretion.


 


“Assignment
Agreement” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant
to the terms and provisions of Section 11.3 (with the consent of any party whose consent is required by Section 11.3),
accepted by Administrative Agent, substantially in the form of Exhibit C or any other form approved by Administrative Agent.


 


“Assignment
of Hedge Agreement” means any Assignment of Interest Rate Protection Agreement executed and delivered by the hedge
provider and the counterparty under the Hedge Agreement to Administrative Agent (on behalf of itself and Lenders), as amended,
restated, supplemented, or otherwise modified from time to time.


 


“Assignment
of Ownership Interests” means the Ownership Pledge, Assignment of Membership Interests and Security Agreement, executed
by Sponsor for the benefit of Administrative Agent (on behalf itself and Lenders) and pertaining to all of the membership interests
in each Borrower, as amended, restated, supplemented, or otherwise modified from time to time.


 


“ASTM”
means the American Society for Testing and Materials.


 


“Award”
has the meaning assigned in Section 3.3.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bank Secrecy
Act” means the Bank Secrecy Act, 31 U.S.C. Section 5311, et seq.


 


“Bankruptcy
Code” the Federal Bankruptcy Reform Act of 1978, 11 U.S.C. Section 101 et seq., as the same may be amended
from time to time.


 


“Bankruptcy
Party” has the meaning assigned in Section 8.8.


 




    	 	3	 



     


    

 


“Base Rate”
means the rate of interest from time to time announced by CONA at its principal office as its prime commercial lending rate, it
being understood that such prime commercial rate is a reference rate and does not necessarily represent the lowest or best rate
being charged by CONA to any customer and such rate is set by CONA based upon various factors including CONA’s costs and
desired return, general economic conditions and other factors. Any change in such prime rate announced by CONA shall take effect
at the opening of business on the day specified in the announcement of such change.


 


“Borrower”
and “Borrowers” have the meaning assigned in the preamble to this Agreement.


 


“Borrower Formation
Documents” has the meaning assigned in Section 5.1(b).


 


“Borrower Materials”
has the meaning assigned in Section 11.23(e).


 


“Borrower Party”
means each Borrower and each Guarantor.


 


“Borrower Representative”
has the meaning assigned in Section 6.7(a).


 


“Borrowers’
Knowledge” means the knowledge of a Borrower after commercially reasonable inquiry, including without limitation
the knowledge of a Borrower acquired through its diligent administration of the Leases, review of all material information, reports
and notices provided by Operators under the Leases and the Operators’ representations, warranties, covenants, terms and other
conditions contained in the Leases, as applicable, review of existing reports (e.g., Site Assessments and Property Condition Reports)
regarding the Projects, inquiry of the current Property Manager (or other operator of the Project) and notices provided to a Borrower
by State Regulators and/or other governmental or quasi-governmental agencies having jurisdiction over the Projects.


 


“Business Day”
means a day other than a Saturday, a Sunday, or a legal holiday on which national banks located in the State of New York are not
open for general banking business. If such day relates to the determination of the Libor Rate, “Business Day”
means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.


 


“Cash Equivalents”
means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the
United States federal government or (ii) issued by any agency of the United States federal government the obligations of which
are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations
issued by any other agency of the United States federal government, any state of the United States or any political subdivision
of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P
or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1”
by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated
time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any
Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District
of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators)
and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money
market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause
(a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and
(iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States;
provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed
365 days.


 




    	 	4	 



     


    

 


“Casualty”
has the meaning assigned in Section 3.2(a).


 


“Census Report” means,
with respect to a Project, a report which records the number of licensed beds for the Project, as well as the number of patients
and patient census days by Third Party Payor source.


 


“Change in
Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application
thereof by any Governmental Authority or (c) compliance by Administrative Agent or any Lender with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided,
however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation
thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
issued or implemented.


 


“Change of
Control” means the occurrence of any of the following, except as otherwise approved in advance in writing by Lenders
in their sole and absolute discretion acting reasonably:


 


(a)          before
the Internalization, the Advisor or a replacement advisor consented to in writing by the Required Lenders, shall fail to be the
advisor of the REIT or the Sponsor; or


 


(b)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of twenty percent (20%) or more of the equity securities of REIT entitled to vote for members of the board of directors or equivalent
governing body of REIT on a fully-diluted basis; or


 


(c)          after
the Internalization, fewer than three-fifths of the members of the board of the directors of the REIT as of the date of the Internalization
cease to be on the board of directors of the REIT or the Chief Executive Officer or Chief Financial Officer dies, becomes disabled
or is replaced or resigns; provided it shall not be a “Change of Control” if a replacement executive of comparable
experience and reasonably satisfactory to the Administrative Agent shall have been retained within six (6) months of such event.


 


(d)          REIT,
together with any Affiliates Controlled by REIT, at any time ceases to own and Control, directly or indirectly, fifty-one percent
(51%) or more of the issued and outstanding stock, partnership interests, or membership interests of Sponsor and Borrowers; or


 




    	 	5	 



     


    

 


(e)          REIT
ceases to own and Control, directly or indirectly, one hundred percent (100%) of the general partnership interest of Sponsor; or


 


(f)           Sponsor
ceases to own and Control, directly or indirectly, one hundred percent (100%) of the issued and outstanding stock, partnership
interests, or membership interests of Borrowers.


 


in each instance in clause (d), free and clear
of all liens, rights, options, warrants or other similar agreements or understandings, other than Liens in favor of Administrative
Agent, for the benefit of the Secured Parties; and provided, that any Transfer of more than a twenty percent (20%) (or such lesser
percentage as may be required from time to time to satisfy applicable regulatory requirements) direct or indirect interest in Borrowers
shall be subject to completion of customer diligence by Administrative Agent and each Lender reasonably satisfactory to Administrative
Agent and each Lender.


 


“Closing Date”
means the date the Loan is funded by Lenders.


 


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


 


“Collateral”
means all real and personal property with respect to which Liens in favor of Administrative Agent (for the benefit of Lenders)
are granted pursuant to the Loan Documents and which secure the Obligations described in the Loan Documents, any Secured Hedge
Agreement, and Lender Cash Management Agreements, and includes, without limitation, all of each Borrower’s right, title and
interest in, to and under all personal property, real property, and other assets that arise from, are used in connection with,
are related to or are located at the Projects, whether now owned by or hereafter acquired by any Borrower (including all personal
property and other assets owned or acquired under any trade names, styles or derivations thereof), regardless of where located.


 


“Collateral
Assignment of Management Agreement” means each of the Assignment and Subordination of Management Agreement(s) executed
by an Operating Tenant, a Property Manager, a Borrower, and Administrative Agent, as amended, restated, supplemented, or otherwise
modified from time to time.


 


“Commercial
Lease” means all leases and subleases of the Projects or any part thereof now existing or hereafter executed in accordance
with the terms hereof but excluding the (a) Residential Leases and (b) the Operating Leases.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Compliance
Certificate” means the compliance certificate in the form of Schedule 6.2 attached hereto.


 


“CON”
means a certificate of need or similar certificate, license or approval issued by the State Regulator for the requisite number
of Residential Units in each of the Projects.


 




    	 	6	 



     


    

 


“CONA”
means Capital One, National Association, together with its successors and assigns.


 


“Condemnation”
has the meaning assigned in Section 3.3.


 


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


 


“Consolidated
Adjusted Debt Service” means the sum of (a) Consolidated Interest Expense and (b) if as of the test date no scheduled
principal payments are then payable on the Loan, the principal payment that would be required for the aggregate amount funded to
be amortized assuming a 25-year mortgage amortization at an assumed rate of 5%, and (c) principal due (other than balloon payments
due at maturity) during such period under the Loan, if any, and under any other permitted Debt relating to the Projects or Borrowers
and their subsidiaries, which Debt is expressly approved by Administrative Agent but not including payments applied to escrows
or reserves required by this Agreement.


 


“Consolidated
Expenses” means actual operating expenses of the applicable Operators related to the Projects, excluding any rent
and interest paid and depreciation recorded by the applicable Operators on a stabilized accrual basis for the previous twelve (12)
month period (as reasonably adjusted by Administrative Agent), including the following (but without double counting): (a) recurring
expenses as determined under GAAP, (b) real estate taxes, (c) management and other fees under Management Agreements (whether paid
or not) in an amount equal to the greater of (x) actual fees paid in such period and (y) five percent (5%) of effective gross income,
and (d) a replacement reserve (whether reserved or not) of not less than Three Hundred Fifty and No/100 Dollars ($350.00) per Residential
Unit.


 


“Consolidated
Interest Expense” means for the Test Period, the sum of (a) total interest expense on all Debt of Borrowers and their
subsidiaries (including payments made under any Hedge Agreement, and expenses attributable to capital lease obligations (if permitted
hereunder) in accordance with an Acceptable Accounting Method), plus (b) fees with respect to all outstanding Debt including
capitalized interest, but excluding commissions, discounts and other fees owed with respect to letters of credit and bankers’
acceptance financing and net costs under Hedge Agreements, minus (c) payments received under Hedge Agreements, all calculated for
Borrowers and their subsidiaries on a consolidated basis in accordance with an Acceptable Accounting Method.


 


“Consolidated
Revenue” means the revenues generated by the applicable Operators at the Projects for the period in question (and
if none specified, then for the most current twelve (12) months), as determined under in accordance with an Acceptable Accounting
Method; but excluding (a) nonrecurring income and non-property related income (as determined by Administrative Agent in
its reasonable discretion) and income from tenants that is classified as “bad debt” under in accordance with an Acceptable
Accounting Method, (b) entrance fee income with respect to any continuing care retirement community, and (c) late fees and interest
income; provided, however, that if actual occupancy of the Projects, taken as a whole, exceeds 95%, Adjusted Revenue
shall be proportionately reduced assuming an occupancy of 95%.


 




    	 	7	 



     


    

 


“Contract Rate”
has the meaning assigned in Section 2.2.


 


“Control”
or “controls” means, when used with respect to any specified Person, the power to direct the management
and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other beneficial interests,
by contract, by its position with such Person as general partner or managing member, or otherwise; and the terms “Controlling”
and “Controlled” have the meanings correlative to the foregoing.


 


“De Minimis
Lease” means any Lease which does not exceed five thousand (5,000) rentable square feet of any Individual Project
and the rent from which equals five percent (5%) or less of the total revenue of all Projects in the aggregate; provided,
however, that multiple Leases with the same Tenant or known Affiliates of such Tenants shall constitute one (1) Lease for
purposes of this definition if with respect to a subject Lease action or lease event, such multiple Leases are affected.


 


“Debt”
means, for any Person, without duplication: (a) all indebtedness of such Person for borrowed money, for amounts drawn under a letter
of credit, or for the deferred purchase price of property for which such Person or any of its assets is liable, (b) all unfunded
amounts under a loan agreement, letter of credit, or other credit facility for which such Person or any of its assets would be
liable or subject, if such amounts were advanced under the credit facility, (c) all amounts required to be paid by such Person
as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests,
(d) all indebtedness guaranteed by such Person, directly or indirectly, (e) all obligations under leases that constitute capital
leases for which such Person or any of its assets is liable or subject, and (f) all obligations of such Person under interest rate
swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person or any of its assets is liable
or subject contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise
assures a creditor against loss.


 


“Debt Service
Coverage Ratio” means for the applicable period, as of the date of determination, the ratio obtained by dividing
(a) Adjusted Net Operating Income by (b) Consolidated Adjusted Debt Service.


 


“Debt Yield”
means for the applicable period, as of the date of determination, the percentage obtained by dividing Adjusted Net Operating Income
by the aggregate amount of the Loan then outstanding. In the event that Debt Yield for a period of twelve (12) months (or other
calculation period) is not available, Borrowers shall annualize the Debt Yield for such period of time as is available.


 


“Debtor Relief
Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United
States or other applicable jurisdictions from time to time in effect.


 


“Default Rate”
means the lesser of (a) the maximum rate of interest allowed by applicable law, and (b) five percent (5%) per annum in excess of
the Contract Rate.


 




    	 	8	 



     


    

 


“Defaulting
Lender” means, subject to Section 2.19(b), any Lender that (a) has failed to (i) fund all or any portion of
its pro rata share of the Loan or any Protective Advance within two (2) Business Days of the date such amount was to be funded
unless such Lender notifies Administrative Agent and Borrowers in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent or any Lender
any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified Borrowers
and Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public
statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder
and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be
satisfied), (c) has failed, within two (2) Business Days after written request by Agent or Borrowers, to confirm in writing to
Agent and Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease
to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and Borrowers), or (d)
has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii)
had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest
in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest
does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting
Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender
shall be deemed to be a Defaulting Lender (subject to Section 2.19(b)) upon delivery of written notice of such determination
to Borrowers and each Lender.


 


“Deposit Account”
means a “deposit account” (as defined in Article 9 of the UCC), an investment account, or other account in which
funds are held or invested for credit to or for the benefit of any Borrower.


 


“Deposit Account
Bank” means, as applicable, (a) Administrative Agent or (b) another bank or financial institution reasonably acceptable
to Administrative Agent.


 


“Deposit Account
Control Agreement” means individually or collectively, as applicable, (a) each agreement, in form and substance reasonably
satisfactory to Administrative Agent, among Administrative Agent, a Borrower, and the Deposit Account Bank, that provide the Administrative
Agent with “Control” (as such term is used and defined
in Article 9 of the UCC) on a springing basis and (b) such bank shall agree that it shall have no Lien on, or right of setoff or
recoupment against such Deposit Account or the contents thereof, other than in respect of commercially reasonable fees and other
items (to the extent permitted by Requirements of Law), in each such case expressly reasonably consented to by Administrative Agent.


 




    	 	9	 



     


    

 


“Dollars”
and the sign “$” each mean the lawful money of the United States of America.


 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any Financial Institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Electronic
Transmission” means any process of communication that does not directly involve the physical transfer of paper and
that is suitable for the retention, retrieval and reproduction of information by the recipient.


 


“Eligible Assignee”
means (a) any existing Lender, (b) any Affiliate or Approved Fund of any existing Lender, or (c) any other Person acceptable to
Administrative Agent and, to the extent required by Section 11.3, Borrower Representative. Notwithstanding the foregoing,
none of Borrowers, any of their Subsidiaries, any of their Affiliates, any Defaulting Lender, or any natural person (or any holding
company, investment vehicle, or trust for, or owned and operated for, the primary benefit of a natural person) shall be an Eligible
Assignee.


 


“Environmental
Indemnity Agreement” means that certain Hazardous Materials Indemnity Agreement dated of even date hereof in favor
of Administrative Agent (for itself and on behalf of Lenders) executed by Borrowers and each Guarantor with respect to the Projects,
in each case as amended, restated, supplemented, or otherwise modified from time to time.


 


“Environmental
Laws” means any federal, state or local law (whether imposed by statute, ordinance, rule, regulation, administrative
or judicial order, or common law), now or hereafter enacted, governing Hazardous Materials, including, without limitation, such
laws (a) governing or regulating the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control,
release, discharge of, or exposure to, Hazardous Materials or (b) requiring notification or disclosure of releases of Hazardous
Materials or other environmental conditions whether or not in connection with a transfer of title to or interest in property.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations promulgated
thereunder.


 




    	 	10	 



     


    

 


“E-System”
means any electronic system approved by Agent, including Intralinks®, Syndtrak®, and ClearPar® and any other Internet
or extranet-based site, whether such electronic system is owned, operated or hosted by Agent, any of its Related Persons or any
other Person, providing for access to data protected by passcodes or other security system.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time.


 


“Event of Default”
has the meaning assigned in Article 8.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


“Excluded Hedge
Agreement Obligation” means, with respect to any Loan Party, any guarantee of any Swap Obligations under a Secured
Hedge Agreement if, and only to the extent that and for so long as, all or a portion of the guarantee of such Loan Party of, or
the grant by such Loan Party of a security interest to secure, such Swap Obligation under a Secured Hedge Agreement (or any guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading
Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any
reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee
of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation under a Secured
Hedge Agreement; provided, however, that if any Loan Party that was not an “eligible contract participant”
at the time any such guarantee of a Swap Obligation under a Secured Hedge Agreement was entered into thereafter becomes an “eligible
contract participant,” such Loan Party shall, by virtue of the guaranty or security agreement or joinder thereto and without
any further action by any Person, be deemed to have guaranteed the Swap Obligations under Secured Hedge Agreements and granted
a security interest to secure such Swap Obligations under Secured Hedge Agreements, and such Swap Obligations under Secured Hedge
Agreements shall no longer constitute Excluded Hedge Agreement Obligations with respect to such Loan Party. If a Swap Obligation
under a Secured Hedge Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to
the portion of such Swap Obligation under a Secured Hedge Agreement that is attributable to swaps for which such guarantee or security
interest is or becomes illegal.


 


“Excluded Taxes”
any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, doing business in, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed
on amounts payable to or for the account of such Lender pursuant to a law in effect on the date on which (i) such Lender became
a party hereto (other than pursuant to an assignment request by Borrowers under Section 2.14) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes
were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 




    	 	11	 



     


    

 


“Existing Property
Manager” means those certain property managers identified on Schedule 1.1(b) attached hereto.


 


“Exit Fee”
means, with respect to any repayment or prepayment of principal of the Loan, including, without limitation, any prepayment as a
result of the acceleration of the Indebtedness after an Event of Default (but not any prepayment in connection with a casualty
or condemnation), an amount equal to (a) with respect to any Projects that are Agency Disposition Asset, two percent (2.0%) of
the Allocated Loan Amount being repaid and (b) with respect to any Projects (other than Agency Disposition Assets), one percent
(1.0%) of the principal amount of the Allocated Loan Amount with respect thereto being repaid; provided that, anything herein
to the contrary notwithstanding, no Exit Fee shall be due or payable (i) with respect to any portion of the Loan refinanced through
FNMA or FHLMC with CONA or any Affiliate of CONA acting as agent, originator or seller or (ii) with respect to any portion of the
Loan that is not refinanced through FNMA or FHLMC as result of FNMA or FHLMC financing no longer being available under applicable
law or because the applicable Project being refinanced does not qualify for financing through FNMA or FHLMC.


 


“Extension
Period” has the meaning assigned in Section 2.3.


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Bankruptcy
Code” means Chapter 11 of Title II of the United States Code (11 U.S.C. § 101, et seq.), as amended.


 


“Federal Flood
Insurance” means, for any Improvements personal property Collateral located on any Project located in a Special Flood
Hazard Area, Federal Flood Insurance or private insurance satisfactory to Administrative Agent, in either case, that (a) meets
the requirements of FEMA and other applicable federal agencies, (b) includes a deductible not to exceed $50,000 unless otherwise
approved by Administrative Agent or permitted by applicable laws and (c) has a coverage amount equal to the maximum amount of coverage
available under the National Flood Insurance Program.


 


“Federal Funds
Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/32 of 1%) equal to
the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, provided
that if such day is not a Business Day, the Federal Funds Rate for the immediately preceding Business Day shall be applicable,
as determined by Administrative Agent, or such other commercial bank as selected by Administrative Agent in a commercially reasonable
manner.


 




    	 	12	 



     


    

 


“Fee Letter”
means that certain $82,000,000 Loan Fee Letter dated as of the Closing Date, among Borrowers and Administrative Agent, with respect
to certain fees payable by Borrowers in connection with the Loan, as the same may be amended, restated, supplemented, or otherwise
modified from time to time.


 


“FEMA”
means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National
Federal Flood Insurance Program.


 


“Financial
Institution” means a United States Financial Institution as defined in 31 U.S.C. 5312, as amended from time to time.


 


“FHLMC”
means the Federal Home Loan Mortgage Corporation.


 


“FIRREA”
has the meaning assigned in Schedule 2.1.


 


“FNMA”
means the Federal National Mortgage Association.


 


“Foreign Lender”
(a) if any Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if any Borrower is not a U.S. Person, a Lender
that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.


 


“Funds”
means the Required Repair Fund and the Replacement Escrow Fund.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, in the
statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature
and authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject
to Section 1.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the
preparation of the financial statements described in Section 5.1.


 


“Governmental
Approvals” means, collectively, all consents, licenses, and permits, and all other authorizations or approvals required
from any Governmental Authority to operate the Projects.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
(including any supra-national bodies such as the European Union or the European Central Bank and the State Regulator).


 


“Guarantor”
means, individually and collectively, Sponsor, and each Person who from time to time is party to a Recourse Guaranty Agreement,
or otherwise guarantees the Obligations or any portion thereof.


 




    	 	13	 



     


    

 


“Hazardous
Materials” means (a) petroleum or chemical products, whether in liquid, solid, or gaseous form, or any fraction or
by-product thereof, (b) asbestos or asbestos-containing materials, (c) polychlorinated biphenyls (pcbs), (d) radon gas, (e) underground
storage tanks, (f) any explosive or radioactive substances, (g) lead or lead-based paint, (h) any other substance, material, waste
or mixture which is or shall be listed, defined, or otherwise determined by any Governmental Authority to be hazardous, toxic,
or otherwise regulated, controlled or giving rise to liability, under any Environmental Laws, (i) any excessive moisture, mildews,
mold or other fungi in quantities and/or concentrations that could reasonably be expected to pose a risk to human health or the
environment, or (j) any elements, material, compounds, mixtures, chemicals, wastes, pollutants, contaminants or substances known
to cause cancer or reproductive toxicity, that, because of its quantity, concentration or physical or chemical characteristics,
exposure is limited or regulated by any Governmental Authority having jurisdiction over human health and safety, natural resources
or the environment, or which poses a significant present or potential hazard to human health and safety, or to the environment,
if released into the workplace or the environment.


 


“Healthcare
Investigations” means (a) any inquiries, investigations, probes, audits or proceedings by any Governmental Authorities
concerning the compliance of the business affairs, practices, licensing or reimbursement entitlements of the Projects, any Borrower,
any Guarantor or any Operator with applicable Healthcare Laws (including, without limitation, inquiries involving the Comprehensive
Error Rate Testing and any inquiries, investigations, probes, audits or proceedings initiated by a Fiscal Intermediary/Medicare
Administrative Contractor, Medicaid Integrity Contractor, Recovery Audit Contractor, Program Safeguard Contractor, Zone Program
Integrity Contractor, State Attorney General, Office of Inspector General, U.S. Department of Health and Human Services, Department
of Justice or similar governmental agencies or contractors for such agencies), (b) any whistleblower suits, or suits brought by
any third party or any patient, employee, or resident pursuant to federal or state “false claims acts” and Medicaid,
Medicare or state fraud and/or abuse laws in each case related to Healthcare Laws and a Project, a Borrower Party or Operator,
(c) any notice of violation of Healthcare Laws at a level that under Healthcare Laws requires the immediate or accelerated filing
of a plan of correction with a Governmental Authority, and (d) any notice that a Project is to be added or has been added to the
CMS Special Focus Facility list.


 


“Healthcare
Laws” means (a) all applicable state and federal statutes, codes, ordinances, orders, rules, and regulations (i) relating
to health information (as defined at 45 C.F.R. 160.103 (“Protected Health Information”), including HIPAA,
as amended by HITECH and the respective rules and regulations promulgated thereunder, and all other applicable state and federal
laws regarding the privacy and security of Protected Health Information, (ii) accreditation standards of the State Regulator,
and (iii) governing the establishment, construction, ownership, operation, licensure, use or occupancy of the Projects or
any part thereof as a skilled nursing facility, assisted living facility, memory care facility, or other healthcare or senior living
facility, including all conditions of participation pursuant to Medicare and/or Medicaid certification; (b) 42 U.S.C. Section 1320a-7(b) (Criminal
Penalties for Acts Involving Federal Health Care Programs), commonly referred to as the “Federal Anti-Kickback Statute”;
(c) 42 U.S.C. Section 1395nn (Limitation on Certain Physician Referrals), commonly referred to as the “Stark
Statute”; and (d) 31 U.S.C. Section 3729-33, and commonly referred to as the “False Claims
Act”.


 




    	 	14	 



     


    

 


“Hedge Agreement”
means, collectively, any and all swap agreements (as such term is defined in Section 101 of the Federal Bankruptcy Code), interest
rate cap agreements, interest rate collar agreements or other similar agreements designed to provide protection against fluctuations
in interest or currency exchange rates, hereafter entered into by or on behalf of the applicable Borrower Party, as the same may
be renewed, extended, amended or replaced from time to time.


 


“HIPAA” means the
Health Insurance Portability and Accountability Act of 1996, as amended.


 


“HIPAA Compliance Date”
has the meaning assigned in Section 7.19(b).


 


“HIPAA Compliance Plan”
has the meaning assigned in Section 7.19(b).


 


“HIPAA Compliant”
has the meaning assigned in Section 7.19(b).


 


“IEEPA”
has the meaning assigned in Section 5.20(f).


 


“Improvements”
shall mean, individually and/or collectively (as the context requires), the “Improvements” as defined in each applicable
Mortgage.


 


“Indebtedness”
means all payment obligations of Borrowers or any other Borrower Party to Administrative Agent or to any Lender under the Loan
or any of the Loan Documents, including, without limitation, any and all interest, whether or not accruing after the filing of
any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim
for post-filing or post-petition interest is allowed in any such proceeding.


 


“Individual
Project” shall mean each parcel of Land and other improvements now or in the future located on such particular parcel
of Land and all related facilities, amenities, fixtures, and personal property owned by an applicable Borrower and used in connection
therewith.


 


“Indemnified
Matters” has the meaning assigned in Section 11.4(a).


 


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


 


“Indemnitee”
has the meaning assigned in Section 11.4(a).


 


“Insurance
Impound” has the meaning assigned in Section 3.4.


 


“Insurance
Premiums” has the meaning assigned in Section 3.1(d).


 




    	 	15	 



     


    

 


“Internalization”
means a transaction or series of related transactions (including, without limitation, mergers, consolidations, stock or other ownership
interest purchases or modifications of agreements) whereby (a) the Advisor ceases or reduces the level of its services accompanied
by an elimination or a commensurate reduction of the amount of the fees payable to the Advisor under the Advisory Agreement, (b)
REIT or any of its wholly owned Subsidiaries employs persons previously employed by the Advisor and (c) REIT or any of its wholly
owned Subsidiaries subsequently is to perform all or some of the duties previously performed by Advisor.


 


“Land”
means, individually and collectively, as applicable, the real property described in Exhibits A-1 through A-23
attached hereto.


 


“Leases”
means all leases of, subleases of and occupancy agreements affecting the Projects or any part thereof now existing or hereafter
executed (including all patient and resident care agreements and service agreements which include an occupancy agreement) and all
amendments, modifications or supplements thereto.


 


“Lease Subordination
Agreement” means (whether one or more) those certain Subordination and Attornment Agreements dated of even date herewith,
executed by Operating Tenants, Borrowers and Administrative Agent (on behalf of itself and Lenders).


 


“Lender Cash
Management Agreements” means any and all cash management agreements, if any, entered into from time to time between
any Borrower Party, on the one hand, and Administrative Agent or any Lender or any Affiliate of a Lender, on the other hand, in
connection with and ancillary to any Deposit Account Control Agreements entered into in connection this Agreement or the Projects.


 


“Lender Transferee”
has the meaning assigned in Section 11.3(a).


 


“Lender(s)”
has the meaning assigned in the preamble to this Agreement. In addition to the foregoing, solely for the purpose of identifying
the Persons entitled to share in payments and collections from the Collateral and the benefit of any guarantees of the Obligations
as more fully set forth in this Agreement and the other Loan Documents, the term “Lender” shall include Secured
Hedge Providers and any Lender or Affiliate thereof party to a Lender Cash Management Agreement. For the avoidance of doubt, any
Person to whom any Obligations in respect of a Secured Hedge Agreement or Lender Cash Management Agreement are owed and which does
not hold any portion of the Loans or commitments hereunder shall not be entitled to any other rights as a “Lender”
under this Agreement or the other Loan Documents and the Environmental Indemnity.


 


“Liabilities”
means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions,
costs, fees, taxes, commissions, charges, disbursements and expenses, in each case of any kind or nature (including interest accrued
thereon or as a result thereof and fees, charges and disbursements of financial, legal and other advisors and consultants), whether
joint or several, whether or not indirect, contingent, actual, punitive, treble or otherwise, but in no event any of the foregoing
that are compensatory, consequential, special or punitive, except to the extent arising from a third party claim and paid or required
to be paid to a third party.


 


“Libor Breakage
Amount” means the actual out of pocket amount of any losses, expenses and liabilities that such Lender or any of
its Affiliates may sustain as a result of any payment of the Loan (or any portion thereof) on any day that is not the last day
of the Libor Interest Period applicable thereto (regardless of the source of such prepayment and whether voluntary, by acceleration
or otherwise).


 




    	 	16	 



     


    

 


“Libor Interest
Period” means (a) the period commencing on the Closing Date through December 31, 2017, and (b) thereafter each period
commencing on the first day of a calendar month and ending on the last day of such calendar month; provided, any Libor Interest
Period that would otherwise extend beyond the Maturity Date of the Loan shall end on the Maturity Date.


 


“Libor Rate”
means for each Libor Interest Period, the offered rate for deposits in Dollars for the applicable Libor Interest Period appearing
on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London time) two (2) Business Days prior to the next preceding first day of
each Libor Interest Period. In the event that such rate does not appear on the Reuters Screen LIBOR01 page at such time, the “Libor
Rate” shall be determined by reference to such other comparable publicly available service for displaying the offered
rate for deposit in Dollars in the London interbank market as may be selected by Administrative Agent and, in the absence of availability,
such other method to determine such offered rate as may be selected by Administrative Agent in its sole discretion; provided,
that if at any time the Libor Rate, as determined hereby, would be less than zero, it shall be deemed to be zero for purposes of
this Agreement.


 


“Lien”
means any interest, or claim thereof, in the Projects securing an obligation owed to, or a claim by, any Person other than the
owner of the Projects, whether such interest is based on common law, statute or contract, including the lien or security interest
arising from a deed of trust, mortgage, assignment, encumbrance, pledge, security agreement, conditional sale or trust receipt
or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions,
encroachments, easements, rights of way, covenants, conditions, restrictions, recorded, capital or financing leases and other title
exceptions and encumbrances affecting the Projects.


 


“Loan”
or “Loans” means, collectively, the loans in the aggregate original principal amount of $82,000,000.00
made by Lenders to Borrowers under this Agreement.


 


“Loan Commitment”
means with respect to each Lender, the commitment of such Lender to make its Pro Rata Share of the Loan to Borrowers. The aggregate
amount of the Loan Commitment is $82,000,000.00.


 


“Loan Documents”
means, collectively, this Agreement, the Notes, the Mortgages, UCC financing statements, any Recourse Guaranty Agreement, Assignment
of Ownership Interests, any Assignment of Hedge Agreement, any Collateral Assignment of Management Agreement, the Fee Letter, the
Security Agreement, any subordination, non-disburbance and/or attornment agreements or similar agreement related to the Loan to
the extent executed by a Borrower Party or its Affiliate, any letter of credit provided to Administrative Agent (for itself and
on behalf of Lenders) in connection with the Loan, the Secured Hedge Agreement, if any, all other documents evidencing or securing
the Loan, and all amendments, modifications, renewals, substitutions and replacements of any of the foregoing; provided however,
in no event shall the term “Loan Documents” include the Environmental Indemnity Agreement.


 




    	 	17	 



     


    

 


“Loan Party”
means each Borrower and Guarantor.


 


“Loan Year”
means (a) for the first Loan Year, the period commencing on the Closing Date and ending on the last day of the month in which the
first anniversary of the Closing Date occurs (unless the Closing Date is on the first day of a month, in which case the first Loan
Year shall commence on such Closing Date and end on the date twelve (12) months after the last day of the month immediately preceding
the Closing Date) and (b) each consecutive twelve calendar month period, thereafter, until the Maturity Date.


 


“Management
Agreements” means, collectively, (a) those certain agreements between an Operating Tenant and a Property Manager
for the management of the Projects, as the case may be, in the form approved by Administrative Agent on or before the Closing Date
and set forth on Schedule 1.1(a), (b) any subsequent management agreement, in form and substance reasonably approved by
Administrative Agent in accordance with Section 7.3, between a Borrower and a Property Manager, and (c) all amendments,
restatements, modifications, and supplements to a Management Agreement reasonably approved by Administrative Agent in accordance
with Section 7.3.


 


“Material Action”
means to file any insolvency, or reorganization case or proceeding, to institute proceedings to have any Borrower or any other
Borrower Party be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any
relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy
or insolvency proceedings against any Borrower Party, to file a petition seeking, or consent to, reorganization or relief with
respect to any Borrower Party under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for any
Borrower Party or a substantial part of its respective property, to make any assignment for the benefit of creditors of any Borrower
Party, the admission in writing by any Borrower Party of such Person’s inability to pay its debts generally as they become
due, or to take action in furtherance of any of the foregoing.


 


“Material Adverse
Change” or “material adverse change” means, in Administrative Agent’s reasonable discretion, that
the business, operations or financial condition of a Person or property has changed in a manner which could reasonably be expected
to materially impair the value of the Collateral taken as a whole, prevent timely repayment of the Loan or otherwise prevent the
applicable Person from timely performing any of its material obligations under the Loan Documents or Environmental Indemnity Agreement.


 


“Material Adverse
Effect” or “material adverse effect” means, in Administrative Agent’s reasonable discretion, a
material adverse effect on (a) the condition (financial or otherwise), operations, business, assets, liabilities or prospects of
Borrowers taken as a whole, or any other Borrower Party, (b) the ability of Borrowers taken as a whole, or any other Borrower Party,
to perform any material obligation required of them under the Loan Documents, (c) the rights and remedies of Administrative Agent
and Lenders under the Loan Documents, or (d) the operations of all or a material portion of the Projects.


 




    	 	18	 



     


    

 


“Maturity Date”
means, as applicable, the earlier of (a) December 28, 2019, as the same may be extended to December 28, 2020, pursuant to Section
2.3(c), and (b) the date on which the entire Loan is required to be paid in full, by acceleration or otherwise, under and pursuant
to this Agreement or any of the other Loan Documents.


 


“Medicaid”
means Title XIX of the Social Security Act, which was enacted in 1965 to provide a cooperative federal-state program for low income
and medically indigent persons, which is partially funded by the federal government and administered by the states.


 


“Medicare”
means Title XVIII of the Social Security Act, which was enacted in 1965 to provide a federally funded and administered health program
for the aged and certain disabled persons.


 


“MNPI”
has the meaning assigned in Section 11.23(a).


 


“Mortgage”
means, collectively (whether one or more), as applicable, the Mortgage(s), Assignment of Leases and Rents, Security Agreement and
Fixture Filing, the Deed(s) of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, or the Deed(s) to
Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, each executed by the applicable Borrower in
favor of Administrative Agent (for itself and on behalf of Lenders), covering the applicable Borrower’s Individual Project,
as amended, restated, supplemented, or otherwise modified from time to time.


 


“National Federal
Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Federal Flood Insurance
Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Federal Flood Insurance Reform Act of 1994,
and as the same may be further amended, modified or supplemented, and including the regulations issued thereunder, that, among
other things, mandates the purchase of Federal Flood Insurance to cover real property improvements and contents located in Special
Flood Hazard Areas in participating communities and may provide protection to property owners through a federal insurance program.


 


“Non-Consenting
Lender” has the meaning assigned in Section 11.2(g).


 


“Note”
and “Notes” means, collectively, each promissory note (together with all renewals, modifications and
extensions thereof and any replacement or additional notes) executed by Borrowers in favor of a Lender pursuant to the terms hereof.


 




    	 	19	 



     


    

 


“Obligations”
means the Indebtedness and any and all existing and future debts, liabilities and obligations of every kind or nature at any time
owing by any Borrower and any other Borrower Party to Administrative Agent and Lenders under this Agreement or any other Loan Document,
whether joint or several, related or unrelated, primary or secondary, matured or contingent, due or to become due (including debts,
liabilities and obligations obtained by assignment), and whether principal, interest, fees, indemnification obligations hereunder
or expenses (specifically including interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding
with respect to any Borrower or any other Borrower Party, whether or not a claim for such post-commencement interest is allowed),
including, without limitation, any obligations under any Secured Hedge Agreements, any extensions, modifications, substitutions,
increases and renewals of the Loan (provided that the Obligations of any Loan Party shall not include Excluded Hedge Agreement
Obligations of such Loan Party); the payment of all amounts advanced by Administrative Agent, any Lender or any Affiliate of a
Lender to preserve, protect and enforce rights hereunder and in the Collateral; and all expenses incurred by Administrative Agent,
any Lender or any Affiliate of a Lender. Without limiting the generality of the foregoing, Obligations shall include any other
debts, liabilities or obligations owing to Administrative Agent, any Lender or any Affiliate of a Lender in connection with (1)
any Lender Cash Management Agreements and (2) any Secured Hedge Agreements; provided, however, that any obligations with respect
to Secured Hedge Agreements or Lender Cash Management Agreements, as applicable, that are owing to a (i) Lender or an Affiliate
of a Lender other than Administrative Agent or its Affiliates or (ii) a Secured Hedge Provider which is not a Lender or an
Affiliate of a Lender shall only constitute “Obligations” hereunder if the applicable Secured Hedge Agreement or Lender
Cash Management Agreement was entered into on or after the Closing Date and the applicable Lender, Affiliate of a Lender or Secured
Hedge Provider gave written notice to Administrative Agent of the same within 10 days thereafter.


 


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


 


“Operating
Leases” means those certain lease agreements dated as of the Closing Date, between a Borrower, as a landlord, and
an Operating Tenant, as a tenant, and covering the Projects.


 


“Operating
Tenants” means the parties listed on Exhibit D and any successor operating tenant of the Projects approved
by Administrative Agent or expressly permitted under this Agreement.


 


“Operator”,
individually, and “Operators”, collectively, means each Operating Tenant, each Property Manager, each
property sublessee and/or other operator under any Operators’ Agreement and any successor to such Operator that is approved
by Administrative Agent in its reasonable discretion or expressly permitted under this Agreement.


 


“Operators’
Agreements” means, collectively, each Management Agreement, each Operating Lease, and/or other similar agreement
regarding the management and operation of the Projects between (a) a Borrower and an Operating Tenants, and (b) an Operating Tenant
and a Property Manager.


 


“Other Connection
Taxes” means with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment of any interest in any Loan or Loan Document.


 




    	 	20	 



     


    

 


“Overpaying
Borrower” has the meaning assigned in Section 11.19(i).


 


“Overpayment
Amount” has the meaning assigned in Section 11.19(i).


 


“Partial Release”
has the meaning assigned in Section 2.18(a).


 


“Partial Release
Price” has the meaning assigned in Section 2.18(a)(ix).


 


“Partial Release
Project” has the meaning assigned in Section 2.18(a).


 


“Participant”
has the meaning assigned in Section 11.3(e).


 


“Participant
Register” has the meaning assigned in Section 11.3(e).


 


“Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT
ACT) Act of 2001 (Public Law 107-56), as the same may be amended from time to time, and corresponding provisions of future laws
related thereto.


 


“Payment Date”
means the first (1st) day of each calendar month during the term of the Loan.


 


“Permit”
means, with respect to any Person, any permit, approval, authorization, license, registration, certificate (including certificates
of occupancy), concession, grant, franchise, variance or permission from, and any other contractual obligations with, any Governmental
Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.


 


“Permitted
Encumbrances” has the meaning assigned in Section 7.1(a).


 


“Permitted
Exceptions” means, with respect to each Project, collectively (a) the Liens and security interests created by the
Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Policy, (c) Liens, if any, for Taxes imposed
by any Governmental Authority not yet delinquent or which are being contested in good faith, and for which adequate reserves are
being maintained in accordance with an Acceptable Accounting Method, (d) statutory Liens for labor or materials that (i) secure
sums not yet delinquent, (ii) secure sums not in excess of $100,000 in the aggregate, (iii) are bonded over or discharged to Administrative
Agent’s reasonable satisfaction within thirty (30) days, and (iv) are being contested in good faith in accordance with the
terms and conditions of this Agreement, (e) the rights of customers, licensees, invitees, guests and other occupants at each Project
to occupy the Project in the ordinary course, (f) rights of (i) tenants, as tenants only, under the terms of Leases either reasonably
approved or deemed approved by Administrative Agent (if such approval is required under the Loan Documents) or for which Administrative
Agent’s approval is not required hereunder, and (ii) the Property Manager under the Management Agreements, solely to the
extent provided therein or in any amendment thereto reasonably approved or deemed approved by Administrative Agent (to the extent
such approval is required by the terms hereof), (g) other encumbrances and restrictions not materially affecting the use or enjoyment
of the Projects and not to exceed $100,000, and (h) any other encumbrances, liens or other matters approved by Administrative Agent
or Required Lenders in their reasonable discretion.


 




    	 	21	 



     


    

 


“Permitted
Transfer” means any of the following Transfers, and such other Transfers as otherwise approved in advance in writing
by Lenders in their sole and absolute discretion acting reasonably:


 


(a)          the
Transfer, in one or a series of transactions including by way of merger, through which REIT is merged with or into any Person so
long as the survivor of any such Transfer is REIT and there is no Change of Control;


 


(b)          the
listing, offer, sale, transfer or issuance of shares of stock in (x) REIT or (y) in any other Restricted Party that, in each instance,
is a publicly traded entity (or, with respect to REIT, in connection therewith is being listed as a publicly traded entity) on
a national exchange;


 


(c)          the
Transfer, in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be)
by REIT or any direct or indirect legal or beneficial owner of REIT for estate planning purposes to the transferor’s spouse,
child, parent, grandparent, grandchild, niece, nephew, aunt, uncle or other immediate family members of such transferor, or to
a trust for the benefit of such spouse, child, parent, grandparent, grandchild, niece, nephew, aunt, uncle or other immediate family
members; and


 


(d)          an
Internalization that does not result in a Change of Control.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited
liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision
thereof or any other form of entity.


 


“Post-Closing
Obligations” means the post-closing requirements described on Schedule 11.37.


 


“Pledging Lender”
has the meaning assigned in Section 11.35.


 


“Potential
Default” means the occurrence of any event or condition which, with the giving of notice, the passage of time, or
both, would constitute an Event of Default.


 


“Potential
Non-Monetary Default” means any Potential Default, excluding those that can be cured or performed with the payment
of money.


 


“Primary License”
means, with respect to any Project or Person operating such Project, as the case may be, CON, permit or license to operate as a
skilled nursing/assisted living/Alzheimer’s facility, and each Medicaid/Medicare/TRICARE provider agreement.


 


“Prohibited
Transfer” has the meaning assigned in Section 7.1(a).


 




    	 	22	 



     


    

 


“Projects”
means, collectively, the Land and healthcare facilities located on the Land, and all related facilities, amenities, fixtures, and
personal property owned by Borrowers and any other improvements now or hereafter located on the Land.


 


“Property Condition
Report” has the meaning assigned in Schedule 2.1.


 


“Property Manager”
means (a) each of the Existing Property Managers and (b) any subsequent manager of one or more of the Projects approved
by Administrative Agent following the Closing Date pursuant to Section 7.3.


 


“Pro Rata Outstandings”
means, with respect to any Lender at any time, the outstanding principal amount of the Loan owing to such Lender at such time.


 


“Pro Rata Share”
means, with respect to any Lender at any time the percentage obtained by dividing (i) the Loan Commitment of such Lender then in
effect by (ii) the sum of the Loan Commitments and (b) after the making of the Loan, the percentage obtained by dividing (i) the
Pro Rata Outstandings of such Lender by (ii) the total outstanding principal amount of the Loan; provided, however, that, if there
are no Loan Commitments and no Pro Rata Outstandings, such Lender’s Pro Rata Share shall be determined based on the Pro Rata
Share most recently in effect, after giving effect to any subsequent assignment and any subsequent non-pro rata payments of any
Lender pursuant to the terms of this Agreement.


 


“Prorated Interest”
has the meaning assigned in Section 2.4(b).


 


“Protective
Advances” has the meaning assigned in Section 9.2(b).


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation under a Secured Hedge Agreement, each guarantor that has
total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective
with respect to such Swap Obligation under a Secured Hedge Agreement or such other person as constitutes an “eligible contract
participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Recipient”
has the meaning assigned in Section 11.38.


 


“Recourse Guaranty
Agreement” means that certain Guaranty of Recourse Obligations executed by Sponsor, as amended, restated, supplemented,
or otherwise modified from time to time.


 


“Register”
has the meaning assigned in Section 2.12(b).


 


“REIT”
means Healthcare Trust, Inc., a Maryland corporation.


 


“Register” has the
meaning specified in Section 2.12(b).


 




    	 	23	 



     


    

 


“Related Persons”
means, with respect to any Person, each of such Person’s Affiliates, officers, directors, employees, agents, trustees, representatives,
attorneys, accountants, and each insurance, environmental, legal, financial and other advisor and other consultants and agents
of or to such Person or any of its Affiliates, together with, if such Person is Administrative Agent, each other Person or individual
designated, nominated or otherwise mandated by or helping Administrative Agent pursuant to and in accordance with Section 10.4
or any comparable provision of any Loan Document or the Environmental Indemnity Agreement.


 


“Release Notice”
has the meaning assigned in Section 2.18(a)(v).


 


“Replacement
Escrow Fund” has the meaning assigned in Section 2.5(b)(ii).


 


“Reports”
has the meaning assigned in Section 11.37.


 


“Required Lenders”
means, at any time, both Agent and Lenders whose combined Pro Rata Shares at such time are in excess of fifty percent (50%) in
the aggregate; provided, however, that: (i) the Loan Commitment of, and the portion of the Obligations held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; and (ii) Required Lenders must
at all times include two (2) Lenders that are not Affiliates, unless at any time there is only one (1) Lender or all Lenders are
Affiliates.


 


“Required Repairs”
has the meaning assigned in Section 2.5(b)(i).


 


“Required Repair
Fund” has the meaning assigned in Section 2.5(b)(i).


 


“Requirements
of Law” means, with respect to any Person or Project, collectively, the common law and all federal, state, local,
foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances,
orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation
or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in
each case whether or not having the force of law and that are applicable to or binding upon such Person or Project or any of its
other property or to which such Person or any of its property is subject, as the same may be amended from time to time.


 


“Residential
Leases” means, collectively, occupancy and admission agreements (including all patient and resident care agreements
and service agreements which include an occupancy agreement) covering the Residential Units.


 


“Residential
Units” means, collectively, (a) each skilled nursing bed, Alzheimer’s unit and/or assisted living unit
authorized under the Primary Licenses and (b) each independent living unit comprising the Projects.


 


“Restoration
Threshold” means an amount (per Project and as of any date) equal to the lesser of (a) five percent (5%) of the replacement
value of the improvements at the affected Project as of such date, and (b) $1,000,000.


 


“Restricted
Party” means each (a) Borrower Party, (b) any Affiliated Manager, (c) each Operating Tenant, and (d) each Guarantor.


 




    	 	24	 



     


    

 


“Secured Hedge
Agreement” means (whether one or more) any Hedge Agreement between any one or more of the Borrower Representative
or a Borrower Party (or an Affiliate of any such Borrower) and a Secured Hedge Provider.


 


“Secured Hedge
Provider” means (a) a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a
Lender at the time of execution and delivery of a Hedge Agreement) who has entered into a Hedge Agreement with any Borrower
Party, or (b) a Person with whom any Borrower has entered into a Hedge Agreement provided or arranged by CONA or an Affiliate
of CONA or for which CONA or an Affiliate of CONA has provided credit enhancement through either an assignment right or a letter
of credit in favor of such Person, and any assignee thereof.


 


“Secured Parties”
means, the holders of the Obligations from time to time and shall include (a) each Lender, (b) the Administrative Agent, and the
Lenders in respect of all other present and future obligations and liabilities of the Borrower Parties of every type and description
arising under or in connection with this Agreement or any other Loan Document and the Environmental Indemnity Agreement, (c) each
Lender and Affiliate of such Lender in respect of Hedge Agreements and Lender Cash Management Agreements entered into with such
Person by any Borrower Party, (d) each indemnified party under Section 11.4 in respect of the obligations and liabilities
of the Borrower Parties to such Person hereunder and under the other Loan Documents and the Environmental Indemnity Agreement,
and (e) their respective successors and (in the case of a Lender, permitted) transferees and assigns.


 


“Security”
means all of the real and personal property securing the Obligations.


 


“Security Agreement”
means the Security Agreement executed by Borrowers in favor of Administrative Agent (for itself and on behalf of the Secured Parties)
covering certain personal property described therein, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Security Deposits”
means any and all security deposits and entrance fees from any tenant or occupant of the Projects collected or held by Borrowers
or Operators.


 


“Single Purpose
Entity” means a Person (other than an individual, a government or any agency or political subdivision thereof), which
exists solely for the purpose of owning and leasing the Projects, observes corporate, company or partnership formalities, as applicable,
independent of any other entity, and which otherwise complies with the covenants set forth in Section 5.18 hereof.


 


“Site Assessment”
means an environmental engineering report for each Project (including without limitation, any phase II engineering report) prepared
at Borrowers’ expense by an engineer engaged by Borrowers, or by Administrative Agent on behalf of Borrowers, and reasonably
approved by Administrative Agent, based upon an investigation relating to and making appropriate inquiries concerning the existence
of Hazardous Materials on or about each Project, and the past or present discharge, disposal, release or escape of any such substances,
all consistent with ASTM Standard E1527-05 (or any successor thereto published by ASTM) and good customary and commercial practice.


 




    	 	25	 



     


    

 


“Social Security
Act” means 42 U.S.C. 401 et seq., as enacted in 1935, and amended, restated or otherwise supplemented thereafter
from time to time and all rules and regulations promulgated thereunder.


 


“Specially
Designated National and Blocked Persons” mean those Persons that have been designated by executive order or by the
sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types
approved by OFAC.


 


“Special Flood
Hazard Area” means an area that FEMA has designated as an area subject to special flood hazards, the current standard
for which is at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in
any given year as per the applicable flood maps.


 


“Specified
Oregon Restriction” means that certain Order Imposing License Condition (#RCFCD17-008) concerning the Project known
as Ocean Park in Brookings, Oregon, issued by the Oregon Department of Human Services on May 3, 2017, as amended by that certain
Stipulated Final Order and Settlement Agreement, dated July 17, 2017, in each case, as in effect on the Closing Date.


 


“Sponsor”
means Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership.


 


“SPV”
means any special purpose funding vehicle identified as such in a writing by any Lender to Administrative Agent.


 


“State Regulator”
means the applicable state department of health or other applicable state or local regulatory agency having jurisdiction over the
operation of the Projects.


 


“Subaccount”
means a subaccount, which may be ledger or book entry account and not an actual account.


 


“Survey”
has the meaning assigned in Schedule 2.1.


 


“Swap Obligation”
means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Tax Impound”
has the meaning assigned in Section 3.5.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Tenant”
means any tenant or occupant of a Project under a Lease, excluding Operating Tenants.


 




    	 	26	 



     


    

 


“Tenant Estoppel
Certificates” means any estoppel certificate from a Tenant delivered to Administrative Agent in connection with the
Loan.


 


“Test Period”
means, as of any date, a period of twelve (12) consecutive calendar months then ended (taken as one accounting period), or such
other period as specified in this Agreement.


 


“Third Party Payor”
means the payor under a Third Party Payor Program.


 


“Third Party
Payor Programs” means any participation or provider agreements, including Medicare, Medicaid, TRICARE and any Approved
Insurer, and any other private commercial insurance managed care and employee assistance program, to which any Borrower or any
Operator may be subject with respect to any Project.


 


“Title Policy”
has the meaning assigned in Schedule 2.1.


 


“Transfer”
means any direct or indirect sale, transfer, conveyance, mortgage, grant of lien or other interest, bargain, installment sale,
master lease, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition of (directly
or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record)
of all or any portion of the direct or indirect legal or beneficial ownership of, or any interest in, (a) the Projects or any part
thereof or (b) any Restricted Party including any agreement to transfer or cede to another Person any voting management or approved
rights, or any other rights, appurtenant to such legal or beneficial ownership or other interest.


 


“Transferee”
has the meaning assigned in Section 7.1(c).


 


“TWEA”
has the meaning assigned in Section 5.20(f).


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event
that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of
Administrative Agent’s or any other Lender’s security interest in any Collateral is governed by the Uniform Commercial
Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes
of the definitions related to or otherwise used in such provisions.


 


“U.S. Person”
means any United States citizen, any entity organized under the laws of the United States or its constituent states or territories,
or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned in Section 2.17(g)(ii)(B)(3).


 




    	 	27	 



     


    

 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


“Zoning Report”
has the meaning assigned in Schedule 2.1.


 


Section
1.2           Definitions. All terms defined in
Section 1.1 above or otherwise in this Agreement shall, unless otherwise defined therein, have the same meanings when used
in any other Loan Document or Environmental Indemnity Agreement, 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 as a whole. The words “include” and “include(s)” when
used in this Agreement and the other Loan Documents or Environmental Indemnity Agreement means “include(s), without limitation,”
and the word “including” means “including, but not limited to.”


 


Section
1.3           Phrases. When used in this Agreement
and the other Loan Documents or Environmental Indemnity Agreement, the phrase “including” shall mean “including,
but not limited to,” the phrases “satisfactory to Administrative Agent,” “satisfactory to Lenders”
and “satisfactory to Required Lenders” shall mean “in form and substance satisfactory to the applicable Person
in all respects”, the phrases “with Administrative Agent’s consent”, “with Lenders’ consent”
and “with the Required Lenders’ consent” or “with Administrative Agent’s approval”, “with
Lenders’ approval” and “with the Required Lenders’ approval” shall mean such consent or approval
at such Person’s sole discretion, and the phrases “acceptable to Administrative Agent,” “acceptable to
Lenders” and “acceptable to the Required Lenders” shall mean “acceptable to such Person at such Person’s
sole discretion” unless otherwise specified in this Agreement.


 


ARTICLE
2


 


LOAN TERMS


 


Section
2.1           The Loan. Upon satisfaction of all
the terms and conditions set forth in Schedule 2.1 attached hereto (which shall be deemed satisfied upon
execution of this Agreement and funding of the Loan by Lenders), each Lender severally, but not jointly, agrees to make its Pro
Rata Share of the Loan in Dollars to Borrowers in the amount of such Lender’s Loan Commitment, which shall be funded in
one advance on the Closing Date and repaid in accordance with the terms of this Agreement and the Notes. Borrowers hereby agree
to accept the Loan on the Closing Date, subject to and upon the terms and conditions set forth herein. The aggregate amount of
all advances of the Loan on a cumulative basis shall not exceed the total Loan Commitments. The Loan is not a revolving credit
loan, and Borrowers are not entitled to any readvances of any portion of the Loan which they may (or are otherwise required to)
prepay pursuant to the provisions of this Agreement.


 




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Section
2.2           Interest Rate; Late Charge. The
outstanding principal balance of the Loan shall bear interest at a floating rate of interest equal to the Libor Rate plus two
and 50/100 percent (2.50%) per annum (the “Contract Rate”). If Borrowers fail to pay any installment
of interest or principal within five (5) days after the date on which the same is due excluding the final installment due on the
Maturity Date, Borrowers shall pay to Administrative Agent, for the account of Lenders (other than any Defaulting Lender but subject
to Section 2.19(c)), a late charge on such past due amount, as liquidated damages and not as a penalty, equal to five percent
(5%) of such amount, but not in excess of the maximum amount of interest allowed by applicable law. Administrative Agent shall
pay to each Lender (other than any Defaulting Lender but subject to Section 2.19(c)) its portion of the late charge based
on each Lender’s Pro Rata Share of the Loan in accordance with Section 2.6. The foregoing late charge is intended
to compensate each Lender for the expenses incident to handling any such delinquent payment and for the losses incurred by each
Lender as a result of such delinquent payment. Borrowers agree that, considering all of the circumstances existing on the date
this Agreement is executed, the late charge represents a reasonable estimate of the costs and losses each Lender will incur by
reason of late payment. Borrowers and each Lender further agree that proof of actual losses would be costly, inconvenient, impracticable
and extremely difficult to fix. Acceptance of the late charge shall not constitute a waiver of the Event of Default arising from
the overdue installment, and shall not prevent any Lender from exercising any other rights or remedies available to such Lender
with respect to such Event of Default. While any Event of Default exists, the Loan shall bear interest at the Default Rate.


 


Section
2.3           Terms of Payment.


 


(a)           Interest.


 


(i)          On
the Closing Date, Borrowers shall pay to Administrative Agent for the account of the Lenders, a payment of interest only representing
interest that is expected to accrue from the Closing Date through the last day of the month in which the Closing Date occurs, computed
at the Contract Rate. Thereafter, commencing on February 1, 2018, and continuing on each Payment Date thereafter through and including
the Payment Date immediately prior to the Maturity Date, Borrowers shall pay interest only in arrears computed at the Contract
Rate on the outstanding principal balance of the Loan.


 


(ii)         Commencing
on the first Payment Date during the Extension Period, and continuing on each Payment Date thereafter and including the Payment
Date immediately prior to the Maturity Date, Borrowers shall pay to Administrative Agent for the account of the Lenders (other
than a Defaulting Lender): (A) interest in arrears computed at the Contract Rate on the outstanding principal balance of the Loan
and (B) installments of principal in accordance with the amortization schedule then provided by the Administrative Agent pursuant
to Section 2.3(c) hereof. Each of such payments shall be applied (i) to the payment of interest computed at the Contract
Rate and (ii) the balance applied toward reduction of the principal sum of the Loan. The principal payment required hereunder shall
be based on a twenty-five (25) year amortization schedule commencing on the first Payment Date during the Extension Period, utilizing
a five percent (5%) per annum interest rate.


 


(b)          Maturity
Date. On the Maturity Date, Borrowers shall pay to Administrative Agent for the account of Lenders (other than any Defaulting
Lender but subject to Section 2.19(c)), all outstanding principal, accrued and unpaid interest, default interest, late charges,
the Exit Fee, and any and all other amounts due under the Loan Documents.


 




    	 	29	 



     


    

 


(c)          Extension
of Maturity Date. Borrowers shall have the right and option to extend the Maturity Date for one consecutive twelve (12)
month period (the “Extension Period”) subject to the conditions for such Extension Period that:


 


(i)          Borrowers
shall have notified Administrative Agent in writing of the exercise of the Extension Period no earlier than ninety (90) days nor
later than thirty (30) days prior to the then applicable Maturity Date;


 


(ii)         on
the date of such written notice and on the date of commencement of the Extension Period:


 


(A)         no
Event of Default shall have occurred under any of the Loan Documents or the Environmental Indemnity Agreement and be continuing;


 


(B)         the
Debt Yield (based on the trailing six (6) full calendar months most recently ending) shall be at least 1% greater than the Debt
Yield then required to be maintained by Borrowers pursuant to Section 7.13(b) hereof; and


 


(C)         the
Debt Service Coverage Ratio (based on the trailing six (6) full calendar months most recently ending) shall be at least 1.25:1.00.


 


(iii)        Borrowers
shall have delivered to Administrative Agent an updated title report showing no additional exceptions to title other than those
permitted by the terms of the Loan Documents or consented to by Administrative Agent.


 


(iv)        [Intentionally
omitted].


 


(v)         At
the time of the extension, Borrowers shall pay reasonable attorneys’ fees and expenses incurred by Administrative Agent in
connection with the extension.


 


Section
2.4          Prepayment.


 


(a)          Right
to Prepay. The Loan may be prepaid in whole or in part at any time, provided Borrowers pay with such prepayment all accrued
interest and all other outstanding amounts then due and unpaid under the Loan Documents, including, without limitation, Prorated
Interest, the Exit Fee, and any Libor Breakage Amount but without any other prepayment penalty or fee.


 


(b)          Prepayment
Not Made on a Payment Date. If for any reason the Loan or any portion thereof is prepaid on a day other than a scheduled
monthly Payment Date, interest shall be prorated (the “Prorated Interest”) through the date of prepayment.
On the prepayment date, Borrowers shall pay to Administrative Agent, for the account of Lenders, as applicable, the applicable
principal of the Loan, Prorated Interest, the Exit Fee, Libor Breakage Amount, and any other amounts, if any, required under this
Agreement.


 




    	 	30	 



     


    

 


(c)          Involuntary
Prepayment. If the Loan is accelerated for any reason other than casualty or condemnation, Borrowers shall pay to Administrative
Agent, for the account of Lenders, in addition to all other amounts outstanding under the Loan Documents, including without limitation,
Prorated Interest (if applicable), the Libor Breakage Amount (if applicable), and the Exit Fee.


 


(d)          Prepayment
Due to Casualty or Condemnation. In the event of a prepayment resulting from the application of insurance or condemnation
proceeds pursuant to Article 3 hereof, no Exit Fee shall be imposed and Lenders agree to use commercially reasonable efforts
to mitigate and minimize the LIBOR Breakage Amount arising out of such prepayment.


 


(e)          Prepayment
Following a Casualty. Following the occurrence of a Casualty at a Project, if Borrowers elect to prepay the Allocated Loan
Amount in respect of such Project in accordance with the terms of Section 3.2(d), Borrowers shall (i) provide not less than
five (5) days’ notice to Administrative Agent of such prepayment and (ii) pay with such prepayment of the Allocated Loan
Amount all accrued interest, including Prorated Interest on the amount being prepaid, but without payment of any Exit Fee or any
other prepayment penalty, cost or fee. Concurrently with the completion of the prepayment, and provided that Borrowers otherwise
satisfy the requirements of Section 2.18 with respect to Partial Releases (other than payment of the Partial Release Price
and other than Sections 2.18(a)(iv)), Administrative Agent and Lenders shall (i) release and discharge the Project from
the Mortgage and the other documents securing the Loan (or assign the same at the request of Borrower) and the Assignment of Ownership
Interests Agreement with respect to the applicable Borrowers, (ii) release and discharge Borrower from its obligations under the
Loan Documents, except for those obligations that expressly survive the repayment of the Obligations under this Agreement, the
other Loan Documents and the Environmental Indemnity, and (iii) execute and deliver all instruments reasonably required to effect
such release and discharge (or assignment). Borrowers shall also pay all reasonable out of pocket expenses incurred by Administrative
Agent and Lenders in connection with the prepayment and the release and discharge of the Project from the Mortgage (or the assignment
of the applicable Mortgages).


 


(f)           Character
of Exit Fee. The Exit Fee does not constitute a penalty, but rather represents the reasonable estimate, agreed to between
Borrowers and each Lender, of fair compensation for the loss that may be sustained by such Lender due to the payment of the principal
Indebtedness of Borrowers prior to the Maturity Date and/or the increased cost and expense to such Lender resulting from an acceleration
of the Loan. Any Exit Fee shall be paid without prejudice to the right of any Lender to collect on its behalf any of the amounts
owing under the Note, this Agreement or the other Loan Documents or otherwise, to enforce any of its rights or remedies arising
out of an Event of Default.


 


Section
2.5           Security; Establishment of Funds; Deposit Accounts.


 


(a)          Security.
The Loan shall be secured by the Mortgage, creating a first lien on Borrowers’ fee interests in the Projects, and the other
Loan Documents.


 


(b)          Establishment
of Funds. Borrowers agree to establish the following reserves or escrows with Administrative Agent, to be held by Administrative
Agent as further security for the Loan subject to the terms hereto:


 




    	 	31	 



     


    

 


(i)          on
the Closing Date, Borrowers shall deposit with Administrative Agent the amount of $146,160.00 (the “Required Repair
Fund”) which shall be held by Administrative Agent for the completion of the required repairs set forth on Schedule
11.37 annexed hereto (the “Required Repairs”) on or before the date(s) specified in Schedule
11.37. Borrowers shall provide Administrative Agent with evidence reasonably satisfactory to Administrative Agent of
the completion of the Required Repairs, all of which shall be performed in a manner reasonably satisfactory to Administrative Agent
and in accordance with all applicable Requirements of Law; and


 


(ii)         Borrowers
shall deposit with Administrative Agent on each Payment Date, the product of Thirty and No/100 Dollars ($30) multiplied by the
number of Residential Units in the Projects, which shall be held and disbursed by Administrative Agent for replacements and repairs
required to be made to the Projects during the term of the Loan (the “Replacement Escrow Fund”).


 


Administrative Agent shall hold the Funds for
the benefit of all Lenders subject to the terms hereof.


 


(c)          Pledge
and Disbursement of Funds. Borrowers hereby pledge to Administrative Agent and Lenders, and grant a security interest in,
any and all monies now or hereafter deposited in the Funds as additional security for the payment of the Loan. Administrative Agent
may reasonably reassess its estimate of the amount necessary for the Funds from time to time and may reasonably adjust the monthly
amounts required to be deposited into the Funds upon thirty (30) days’ notice to Borrowers. Administrative Agent shall make
disbursements from the Funds as requested by Borrowers, and approved by Administrative Agent in its reasonable discretion, on a
monthly basis in increments of no less than $5,000.00 not later than ten (10) days following delivery by Borrowers of Administrative
Agent’s standard form of draw request, accompanied by copies of invoices for the amounts requested and, if reasonably required
by Administrative Agent, conditional lien waivers and releases from all parties furnishing materials and/or services in connection
with the requested payment (which waivers and releases may be subject to receipt of the dollars being requested). If Borrower makes
a request for disbursement of Funds in excess of $25,000, Administrative Agent may require an inspection of the applicable Projects
at Borrowers’ expense prior to making a disbursement in order to verify completion of replacements and repairs for which
reimbursement is sought. Lenders and Borrowers acknowledge and agree that the Funds shall be held without interest in Administrative
Agent’s name or in the name of CONA as an Affiliate of Administrative Agent and may be commingled with the general funds
of Administrative Agent. Upon the occurrence and continuation of an Event of Default, Administrative Agent may (and at the direction
of the Required Lenders shall) apply any sums then present in the Funds to the payment of the Loan in any order in the reasonable
discretion of Administrative Agent. Until expended or applied as above provided, the Funds shall constitute additional security
for the Loan. Administrative Agent shall have no obligation to release any of the Funds while any Event of Default exists or any
Material Adverse Change has occurred in any Borrower or any other Borrower Party or any Project. All costs and expenses, if any,
incurred by Administrative Agent in the disbursement of any of the Funds shall be paid by Borrowers promptly upon demand or, at
Administrative Agent’s sole discretion, deducted from the Funds. Any amounts remaining in the Funds at the time of payment
and performance in full of the Obligations or, if earlier, completion of all Required Repairs solely with respect to the Required
Repair Fund so long as no Potential Default or Event of Default exists, shall be promptly disbursed to Borrowers; provided, however
the requirement for no Potential Default to exist may be waived by Administrative Agent in its sole discretion for Potential Non-Monetary
Defaults.


 




    	 	32	 



     


    

 


(d)          Deposit
Accounts. From and after the Closing Date, all income for each Project must be deposited into a bank account in the name
of and under the sole control of the Operating Tenant for such Project or the Borrower with respect to such Project (each a “Project
Account”). After the Closing Date as a Post-Closing Obligation pursuant to the provisions of Section 7.21
of this Agreement, Borrowers shall open (and thereafter maintain) a Deposit Account with CONA, which account shall be subject to
Deposit Account Control Agreement and be in the name of one of the Borrowers (the “CONA Account”). From
and after the opening of the CONA Account, subject to the next sentence, (x) Borrowers shall cause the Operators of each Project
to deliver all rents and other income from such Project remaining in the Project Account after payment of current operating expenses
for the Project for any particular month (which expenses must be incurred in the ordinary course of business consistent with prudent
business practices with respect to such Project) to the CONA Account at least once every thirty (30) calendar days and (y) the
Borrower maintaining the CONA Account shall, in its sole discretion but subject to the terms of the Lender Cash Management Agreement
with respect to such CONA Account, have the right to cause all funds in the CONA Account to be swept from such CONA Account on
a daily (or, at its option, on a less frequent) basis and used for any purposes not prohibited by the terms of this Agreement.
Notwithstanding the foregoing, during the continuation of an Event of Default, (i) Borrowers shall cause the Operators to deliver
funds in each Project Account to the CONA Account within five (5) Business Days of receipt of such funds by the applicable Operator
and (ii) subject to the terms of any applicable Deposit Account Control Agreement, the Deposit Account Bank may stop taking direction
from Borrower Party with respect to the disposition of funds in the CONA Account and shall disburse the funds therein instead only
at the direction of Administrative Agent.


 


Section
2.6           Application of Payments.


 


(a)          Payments
Following an Event of Default. Upon the occurrence and during the continuance of an Event of Default, all payments shall
be applied in such order as Administrative Agent shall determine in its sole discretion or as directed by the Required Lenders.
Notwithstanding anything herein to the contrary, if at any time during the existence of an Event of Default, Administrative Agent
applies any payments received or the proceeds of any Collateral to principal payments on the Loan, Administrative Agent shall apply
such payments or proceeds pro rata between such principal on the Loan and the Obligations under the Secured Hedge Agreements, if
any, based on the outstanding principal balance of the Loan and the Obligations under the Secured Hedge Agreements.


 


(b)          Application
of Payments Generally. All repayments of the Loan shall be applied to reduce the remaining installments of the outstanding
principal amount of the Loan in the inverse order of maturity (together with accrued interest thereon as applicable).


 




    	 	33	 



     


    

 


(c)          Payments
and Computations. Borrowers shall make each payment under any Loan Document not later than 2:00 p.m. (Eastern Standard
or Daylight Savings time) on the day when due to Administrative Agent by wire transfer or Automated Clearing House (“ACH”)
transfer to be initiated by Administrative Agent (which shall be the exclusive means of payment hereunder) to the following account
(or at such other account or by such other means to such other address as Administrative Agent shall have notified Borrowers in
writing within a reasonable time prior to such payment) in immediately available Dollars and without setoff or counterclaim:


 


Bank:          Capital
One, N.A.


ABA/Routing Number:          065000090


Account Name:          CLS
Specialty Finance


Account Number:          38395-100002129


Reference:          HTI
Bridge Portfolio


 


Administrative Agent shall cause to be distributed
immediately available funds relating to the payment of principal, interest or fees to Lenders, in accordance with the application
of payments set forth in Section 2.6(a), promptly after receipt or deemed receipt, but not later than one Business Day following
receipt (or deemed receipt) by Administrative Agent. Administrative Agent shall have no obligation to make any payments to a Lender
except out of amounts received or applied by Administrative Agent with respect to the Loan, and only if and to the extent payable
in accordance with said Section 2.6(a). Payments received by Administrative Agent after 2:00 p.m. (Eastern Standard or Daylight
Savings time) shall be deemed to be received on the next Business Day.


 


(d)          Computations
of Interests and Fees. All computations of interest and of fees shall be made by Administrative Agent on the basis of a
fraction, the denominator of which is three hundred sixty (360) and the numerator of which is the actual number of days elapsed
from the date of the initial disbursement under the Loan or the date of the preceding Payment Date, as the case may be, to the
date of the next Payment Date or the Maturity Date, as the case may be. Each determination of an interest rate or the amount of
a fee hereunder shall be made by Administrative Agent in its reasonable discretion and shall be conclusive, binding and final for
all purposes, absent manifest error.


 


(e)          Payment
Dates. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such
payment shall be extended to the next succeeding Business Day without any increase in such payment as a result of additional interest
or fees.


 


(f)           Advancing
Payments. Unless Administrative Agent shall have received notice from Borrowers prior to the date on which any payment
is due hereunder that Borrowers will not make such payment in full, Administrative Agent may assume that Borrowers has made such
payment in full to Administrative Agent on such date and Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that Borrowers
shall not have made such payment in full to Administrative Agent, each Lender shall repay to Administrative Agent on demand such
amount distributed to such Lender together with interest thereon (at the Federal Funds Rate) for each day from the date such amount
is distributed to such Lender until the date such Lender repays such amount to Administrative Agent.


 




    	 	34	 



     


    

 


Section
2.7          Sources and Uses. The Loan will
be disbursed on the Closing Date as provided in the executed loan disbursement instructions delivered to the Administrative Agent
on or about the Closing Date. Borrowers shall deliver such information and documentation as Administrative Agent reasonably shall
request to verify the disbursements described in such loan disbursement instructions. The proceeds of the Loan are intended and
will be used for agricultural, business and/or commercial purposes and are not intended and will not be used for personal, family
or household purposes.


 


Section
2.8           Increased Costs.


 


(a)          Increased
Costs Generally. If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender;


 


(ii)         subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)        impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
Loan made by such Lender;


 


and the result of any of the foregoing shall
be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or
of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, or to reduce the amount of any sum
received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or other Recipient, Borrowers will pay to such Lender or other Recipient, as the case may be, such additional
amount or amounts as will compensate such Lender, or other Recipient, as the case may be, for such additional costs incurred or
reduction suffered.


 


(b)          Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender’s
holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return
on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement,
the Loan Commitment of such Lender or the Loan made by such Lender, to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrowers will pay to
such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.


 




    	 	35	 



     


    

 


(c)          Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or
its holding company, as the case may be, as specified in Sections 2.8(a) or (b) and delivered to Borrowers, shall
be conclusive absent manifest error. Borrowers shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.


 


(d)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate
a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date
that such Lender notifies Borrowers of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).


 


Section
2.9           Illegality; Market Disruption Event.


 


(a)          Illegality.
If any Lender determines in good faith that any Change in Law has made it unlawful, or any Governmental Authority has asserted
that it is unlawful, for any Lender to maintain loans or any Governmental Authority has imposed material restrictions on the authority
of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank Eurodollar market, then (a) such Lender
shall promptly notify the Borrower Representative thereof (with a copy to Administrative Agent) and (b) if such Change in Law or
such restrictions shall so mandate, such Lender’s Loan shall be prepaid by Borrowers, together with accrued and unpaid interest
thereon and all other amounts payable with respect thereto by Borrowers under this Agreement (but without any Exit Fee), on or
before such date as shall be mandated by such Change in Law or such restrictions, to Administrative Agent for the account of such
Lender, on the last day of the then current Interest Period for such Loan (or on such earlier date as shall be notified to by Lender
as being the last permissible date for such prepayment under the relevant applicable Law) but in all events no sooner than sixty
(60) days after Administrative Agent’s request for such prepayment; provided, that, (i) in the event that such Lender has
notified the Borrower Representative that it is not unlawful for such Lender to maintain any Loan accruing interest at a rate determined
by reference to the Base Rate, the portion of the Loan held by such Lender bearing interest at the Contract Rate will automatically
at the end of the Libor Interest Period during which such notice is delivered to Borrower Representative, convert to bearing interest
at the Base Rate, and (ii) the obligation of such Lender to make or maintain loans bearing interest at the Contract Rate shall
be suspended, in each case until Administrative Agent shall notify the Borrower Representative that such Lender has determined
that the circumstances causing such suspension no longer exist (of which cessation each such Lender agrees to promptly notify Administrative
Agent).


 


(b)          Market
Disruption Event. If, on or prior to the first day of any Interest Period (an “Affected Interest Period”):


 


(i)          Administrative
Agent determines (which determination shall be made in good faith and be conclusive and binding on Borrowers absent manifest error)
that, by reason of circumstances affecting the London interbank Eurodollar market, the “LIBOR Rate” cannot be determined
pursuant to the definition thereof, or


 




    	 	36	 



     


    

 


(ii)         Administrative
Agent and the Required Lenders determine in good faith that for any reason in connection with any request for a Loan bearing interest
at the Contract Rate or a continuation thereof that (A) Dollar deposits are not being offered to banks in the London interbank
Eurodollar market for the applicable amount and Interest Period of such Loan bearing interest at the Contract Rate, or (B) the
LIBOR Rate for any requested Interest Period with respect to a proposed Loan bearing interest at the Contract Rate does not adequately
and fairly reflect the cost to such Lenders of funding such Loan, then Administrative Agent will promptly so notify the Borrower
Representative and each Lender. Thereafter, the obligation of Lenders to maintain its Loan bearing interest at the Contract Rate
shall be suspended at the end of the Libor Interest Period in which Administrative Agent so notifies the Borrower Representative
until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. During any period for which Administrative
Agent has notified Borrower Representative that use of the Contract Rate has been suspended, the Loan will accrue interest at the
Base Rate. Upon receipt Administrative Agent’s notice that use of the Contract Rate is to be suspended, the Borrower Representative
may revoke any pending request for a continuation of interest accruing at the Contract Rate and will be deemed to have converted
such request into a request for the Loan to bear interest at the Base Rate.


 


Section
2.10        Secured Hedge Agreement.
Notwithstanding anything to the contrary herein, as of the Closing Date,
no Borrower Party nor any Affiliate of any of them has entered into any Secured Hedge Agreement or hedge product or facility in
connection with the Loan. Further, nothing in any of the Loan Documents as in effect on the Closing Date require any Borrower Party
or any Affiliate of any of them to enter into any Secured Hedge Agreement or other hedge product or facility in connection with
the Loan at any time, but any of them may, in its sole discretion, enter into such an agreement or facility. 


 


Section
2.11         Libor Breakage Amount. Upon any payment of
the Loan (or any portion thereof) on any day that is not the last day of the Libor Interest Period applicable thereto (regardless
of the source of such prepayment and whether voluntary, by acceleration or otherwise), Borrowers shall pay to Administrative Agent,
for the account of Lenders (other than a Defaulting Lender) the Libor Breakage Amount. For purposes of calculating the Libor Breakage
Amount payable to a Lender under this Section 2.11, each Lender shall be deemed to have actually funded the Loan through
the purchase of a deposit bearing interest at the Libor Rate in an amount equal to the amount of the Loan and having a maturity
and repricing characteristics comparable to the relevant Libor Interest Period; provided, however, that each Lender may fund its
Pro Rata Share of the Loan in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation
of amounts payable under this Section 2.11.


 


Section
2.12         Evidence of Debt; Loan Accounts.


 


(a)          Administrative
Agent, on behalf of Lenders, shall record on its books and records the amount of each Loan made, the interest rate applicable,
all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. Administrative
Agent shall deliver to the Borrower Representative on a monthly basis a loan statement setting forth such record for the immediately
preceding calendar month. Such record shall, absent manifest error, be conclusive evidence of the amount of the Loan made by Lenders
to Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver
such loan statement shall not, however, limit or otherwise affect the obligation of Borrowers hereunder (and under any Note) to
pay any amount owing with respect to the Loan or provide the basis for any claim against Administrative Agent.


 




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(b)          Administrative
Agent, acting as a non-fiduciary agent of Borrowers solely for tax purposes and solely with respect to the actions described in
this Section 2.12(b), shall establish and maintain at its address referred to in Section 11.1 (or at such other address
as Administrative Agent may notify the Borrower Representative) (A) a record of ownership (the “Register”)
in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Administrative
Agent and each Lender, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such
interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1)
the names and addresses of Lenders (and each change thereto pursuant to Sections 11.1 and 11.3), (2) the Commitments
of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, (4) the amount
of any principal or interest due and payable or paid and (5) any other payment received by Administrative Agent from a Borrower
and its application to the Obligations.


 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, the Loan (including any Notes evidencing the Loan) is a registered obligation.
The right, title and interest of Lenders and their assignees in and to such Loan shall be transferable only upon notation of such
transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.12 and Section
11.1 shall be construed so that the Loan is at all times maintained in “registered form” within the meaning of
Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.


 


(d)          The
Borrower Parties, Administrative Agent and Lenders shall treat each Person whose name is recorded in the Register as a Lender for
all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access
by Borrowers, the Borrower Representative, Administrative Agent or such Lender during normal business hours and from time to time
upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted
to review any information in the Register other than information with respect to such Lender or unless otherwise agreed by Administrative
Agent.


 


Section
2.13         [Reserved].


 


Section
2.14         Mitigation Obligations; Replacement of Lenders.


 


(a)          Mitigation
Obligations. If any Lender requests compensation under Section 2.8 or Section 2.9, or any Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall (at the request of the Borrower Representative) use reasonable efforts to designate a different lending
office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches
or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Sections 2.17, 2.8 or 2.9, as the case may be, in the future, and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers hereby agree to
pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 




    	 	38	 



     


    

 


(b)          Replacement
of Lenders. If any Lender requests compensation under Sections 2.8 or 2.9, or requires any Borrower to pay
any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17
and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section
2.14(a), or if any Lender is a Defaulting Lender, then Borrowers may, at their sole expense, upon notice to such Lender and
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in, and consents required by, Section 11.3), all of its interests, rights (other than its existing rights to payments pursuant
to Sections 2.8 or 2.9) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee under
Section 11.3 that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that:


 


(i)          Borrowers
shall have paid to Agent the assignment fee (if any) specified in Section 11.3;


 


(ii)         such
assigning Lender shall have received payment of an amount equal to the outstanding principal of its portion of the Loan and accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents in connection therewith
(including, without limitation, any LIBOR Breakage Amount except where such assignment is of a Defaulting Lender’s interest
or the assigning Lender declined to designate a different lending office despite having the ability to do so) from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of any applicable Libor Breakage
Amount or Exit Fee);


 


(iii)        in
the case of any such assignment resulting from a claim for compensation under Section 2.13, or payments required to be made
pursuant to Section 2.17, such assignment will result in a concomitant reduction in such compensation or payments thereafter;
and


 


(iv)        such
assignment does not conflict with Requirements of Law.


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling Borrowers to require such assignment and delegation cease to apply.


 


Section
2.15         Pro Rata Treatment; Sharing of Payments.


 


(a)          Pro
Rata Treatment. (i) The advance of the Loan from Lenders under Section 2.1 and each advance under Section 9.2((b),
shall be made by Lenders based on their Pro Rata Share; (ii) each payment or prepayment of principal of the Loan by Borrowers shall
be made for account of Lenders based on their Pro Rata Share; and (iii) each payment of interest on the Loan by Borrowers shall
be made for account of Lenders pro rata in accordance with the amounts of interest on such Loan then due and payable to the respective
Lenders.


 




    	 	39	 



     


    

 


(b)          Sharing
of Payments, Etc.


 


(i)          If
any Lender shall obtain from any Borrower payment of any principal of or interest on the Loan owing or payment of any other amount
under this Agreement or any other Loan Document through the exercise of any right of set off, banker’s lien or counterclaim
or similar right or otherwise (other than from Administrative Agent as provided herein), and, as a result of such payment, such
Lender shall have received a greater percentage of the principal of or interest on the Loan or such other amounts then due hereunder
or thereunder by Borrowers to such Lender (other than pursuant to any Secured Hedge Agreements) than the percentage received by
any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loan or such other amounts, respectively, owing to such other Lenders (or in interest due thereon,
as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all
Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or
preserving such excess payment) pro rata in accordance with the unpaid principal of or interest on the Loan or such other amounts,
respectively, owing to each of Lenders. To such end, all Lenders shall make appropriate adjustments among themselves (by the resale
of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.


 


(ii)         Borrowers
agree that any Lender so purchasing such a participation (or direct interest) may exercise all rights of set off, banker’s
lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the
Loan or other amounts (as the case may be) owing to such Lender in the amount of such participation.


 


(iii)        Nothing
contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain
the benefits of exercising, any such right with respect to any other indebtedness or obligation of Borrowers. If, under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set off to which this Section
2.15(b) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of Lenders entitled under this Section 2.15(b) to share in the benefits of any recovery on such
secured claim.


 


Section
2.16         Fees. Borrowers shall pay to Administrative
Agent for its own account fees in the amounts and at the times specified in the Fee Letter; provided, that such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.


 




    	 	40	 



     


    

 


Section
2.17         Taxes.


 


(a)          Defined
Terms. For purposes of this Section 2.17, the term “Requirements of Law” includes FATCA.


 


(b)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Borrower Party under any Loan Document shall
be made without deduction or withholding for any Taxes, except as required by Requirements of Law. If any Requirements of Law (as
determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from
any such payment by Administrative Agent or a Borrower Party, then Administrative Agent or such Borrower Party shall be entitled
to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority
in accordance with Requirements of Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower
Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and
withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the
sum it would have received had no such deduction or withholding been made.


 


(c)          Payment
of Other Taxes by the Borrower Parties. The Borrower Parties shall timely pay to the relevant Governmental Authority in
accordance with Requirements of Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other
Taxes.


 


(d)          Indemnification
by Borrower. The Borrower Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Borrower Parties by a Lender (with a copy to Administrative Agent), or by Administrative Agent on its own behalf
or on behalf of a Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive
absent manifest error.


 


(e)          Indemnification
by Lenders. Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower Party has not already indemnified
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.3 relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan
Document or otherwise payable by Administrative Agent to Lender from any other source against any amount due to Administrative
Agent under this Section 2.17.


 




    	 	41	 



     


    

 


(f)           Evidence
of Payments. As soon as practicable after any payment of Taxes by any Borrower Party to a Governmental Authority pursuant
to this Section 2.17, such Borrower Party shall deliver to Administrative Agent the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to Administrative Agent.


 


(g)          Status
of Lenders.


 


(i)          Any
Lender and Administrative Agent (if not also a Lender) that is entitled to an exemption from or reduction of withholding Tax with
respect to payments made under any Loan Document shall deliver to Borrowers and Administrative Agent, at the time or times reasonably
requested by Borrowers or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrowers
or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender and Administrative Agent (if not also a Lender), if reasonably requested by Borrowers or Administrative Agent, shall
deliver such other documentation prescribed by Requirements of Law or reasonably requested by Borrowers or Administrative Agent
as will enable Borrowers or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information
reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and
submission of such documentation (other than such documentation set forth in clauses (ii)(A), (ii)(B) and (ii)(D) below) shall
not be required if in Lender’s reasonable judgment such completion, execution or submission would subject such Lender to
any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)         Without
limiting the generality of the foregoing, if any Borrower is a U.S. Person,


 


(A)         any
Lender that is a U.S. Person and Administrative Agent (if not also a Lender) shall deliver to Borrowers and Administrative Agent
on or prior to the date on which such person becomes a Lender or Administrative Agent (if not also a Lender) hereunder (and from
time to time thereafter upon the reasonable request of Borrowers or Administrative Agent), executed copies of IRS Form W-9 certifying
that such person is exempt from U.S. federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder
(and from time to time thereafter upon the reasonable request of Borrowers or Administrative Agent), whichever of the following
is applicable:


 




    	 	42	 



     


    






 


(1)         in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty


 


(2)         executed
copies of IRS Form W-8ECI;


 


(3)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in form reasonably acceptable to Administrative Agent to the effect that such Foreign Lender is not
a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable; or


 


(4)         to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN, or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form reasonably acceptable
to Administrative Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the
portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form reasonably
acceptable to Administrative Agent on behalf of each such direct and indirect partner;


 


(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of Borrowers or Administrative Agent), executed copies
of any other form prescribed by Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by Requirements of Law to permit Borrowers
or Administrative Agent to determine the withholding or deduction required to be made; and


 




    	 	43	 



     


    

 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to Borrowers and Administrative Agent at the time or times prescribed by
law and at such time or times reasonably requested by Borrowers or Administrative Agent such documentation prescribed by Requirements
of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by Borrowers or Administrative Agent as may be necessary for Borrowers and Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the
amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify Borrowers and Administrative Agent in writing of its legal inability to do so.


 


(h)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this Section 2.17(h) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) if such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this Section 2.17(h), in no event will the indemnified party be required to pay any amount to
an indemnifying party pursuant to this Section 2.17(h) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This Section 2.17(h) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


(i)          Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Loan Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 




    	 	44	 



     


    

 


Section
2.18         Partial Releases.


 


(a)          General
Provisions. Notwithstanding anything contained in this Agreement, the Note, the Mortgage or any of the other Loan Documents
to the contrary, upon the request of Borrowers, Administrative Agent agrees to release its Lien with respect to one or more of
the Individual Projects (each, a “Partial Release Project”) from the lien of the related Mortgage and
the other Loan Documents (or, at the applicable Borrower’s request, assign its interest in the Mortgage and the other Loan
Documents applicable to the Individual Project as further provided in clause (xi) below), release the applicable Borrower with
respect to such Individual Project from the Assignment of Ownership Interest and release the applicable Borrower from its obligations
under the Loan Documents and, provided that all of the following terms and conditions are satisfied (such release herein called
a “Partial Release”):


 


(i)            Except
in connection with the sale of a Project to a Person that is not an Affiliate of any Borrower Party, none of the Projects that
are not Agency Disposition Assets may be released until all of the Agency Disposition Assets have been released in accordance with
this Section 2.18.


 


(ii)           After
giving effect to a Partial Release and payment of the Partial Release Price, (A) there shall be at least three (3) Individual Projects
remaining as security for the Loan and (B) the ratio of the principal balance of the Loan to the appraised “as-is”
value of the remaining Projects is not greater than seventy-five percent (75%).


 


(iii)          There
shall exist no Event of Default at the time the Partial Release request is made by Borrowers, and Borrowers shall certify in writing
to Administrative Agent that no Event of Default shall exist immediately after giving effect to the applicable Partial Release
and the execution and delivery of all documents connected therewith.


 


(iv)          In
each case after giving effect to the release or assignment of the Partial Release Project, the remaining Projects shall have achieved:


 


(A)         a
pro forma (i.e., taking into account the release of the Partial Release Project and excluding the ANOI of such Partial Release
Project) Debt Yield (based on the trailing six (6) full calendar months most recently ending; provided that if on any such
date during the first Loan Year, operating statements for the prior 6-month period are not available, the operating statements
covering any lesser period of time will be annualized) of at least (1) in the case of a Partial Release Project that are Agency
Disposition Assets, nine percent (9.00%) and (2) in the case of Partial Release Project (other than Agency Disposition Assets),


 


(1)         with
respect to the first nine (9) Partial Release Projects being released (x) during the first Loan Year, nine percent (9.00%), (y)
during the second Loan Year, nine and one-half percent (9.50%), and (z) during the third Loan Year, ten percent (10.00%).


 


(2)         with
respect to the remaining Partial Release Projects being released (x) during the first Loan Year, nine and one-half percent (9.50%),
(y) during the second Loan Year, ten percent (10.00%), and (z) during the third Loan Year, ten and one-half percent (10.50%).


 




    	 	45	 



     


    

 


(B)         a
Debt Service Coverage Ratio of at least 1.25:1.00.


 


(v)         Borrowers
shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that, on a pro forma
basis, after giving effect to such release, the financial tests in subsection (iv) above shall be satisfied.


 


(vi)        Borrowers
shall provide written notice to Administrative Agent of their desire to have the applicable Partial Release Project released as
security for the Loan (the “Release Notice”), and provide Administrative Agent with all information (including
any proposed partial release forms) and documents relating to such release (or the applicable Mortgage assigned), at least thirty
(30) days prior to the anticipated date for such partial release (or assignment) and deliver to Administrative Agent the documents
to be executed by Administrative Agent or Lenders in connection therewith at least five (5) Business Days before the anticipated
date for such partial release (or assignment) which forms of such documents must be reasonably satisfactory to Administrative Agent
in form and substance.


 


(vii)       Such
release or assignment will not affect the priority of lien or liens on the remainder of the Security, or Administrative Agent’s
or Lenders’ rights in and to the remainder of the Security.


 


(viii)      Borrowers
shall pay all reasonable out of pocket expenses of Administrative Agent, including reasonable attorneys’ fees and expenses,
title insurance premiums (if applicable), recording costs and similar costs in connection with the Partial Release.


 


(ix)         Administrative
Agent shall receive reasonable assurances if reasonably requested by Administrative Agent that the Environmental Indemnity Agreement
shall remain in full force and effect with respect to the remaining Security and the Partial Release Project, subject in each case
to the terms and conditions of the Environmental Indemnity Agreement.


 


(x)          Borrowers
shall pay to Administrative Agent, for the account of Lenders, an amount equal to (1) with respect to Agency Disposition Assets
that are refinanced through FNMA or FHLMC, 100% of the cash proceeds of such refinancing (net of reasonable costs, fees, and expenses
in connection with any such refinancing), (2) with respect to Partial Release Projects that are Agency Disposition Assets and are
being released in connection with a sale thereof, the greater of (x) 100% of the cash proceeds of such sale (net of reasonable
costs, fees, and expenses in connection with any such sale) and (y) 100% of the Allocated Loan Amount for the Partial Release Project,
(3) with respect to Partial Release Projects that are not Agency Disposition Assets and are being released in connection with a
sale thereof, the greater of (x) 120% of the Allocated Loan Amount for the Partial Release Project and (y) an amount (if any) necessary
to cause the Debt Yield (based on the trailing six (6) full calendar months most recently ending; provided that if on any
such date during the first Loan Year, operating statements for the prior 6-month period are not available, the operating statements
covering any lesser period of time will be annualized) on a pro forma basis (i.e., taking into account the release of the Partial
Release Project, excluding the ANOI of such Partial Release Project, and giving effect to any Loan payment in connection with such
release) is not less than the Debt Yield immediately prior to giving pro forma effect to such release, or (4) in all other cases,
100% of the Allocated Loan Amount for the Partial Release Project (such amount in (1), (2), (3), or (4) is the “Partial
Release Price”), plus the pro rata portion of the Exit Fee required and calculated on the Partial Release Price. For
the avoidance of doubt, if at any time the Partial Release Price paid to the Administrative Agent is in an amount greater than
the amount of the outstanding Obligations then the Administrative Agent shall return such excess as directed by the Borrower Representative.


 




    	 	46	 



     


    

 


(xi)         Administrative
Agent shall receive such title insurance endorsements as it may require, including partial release endorsements (if available).


 


(xii)        If
Borrower advises Administrative Agent that it desires Administrative Agent to assign the applicable Mortgage and other documents
securing the Loan encumbering the Partial Release Project to a new lender providing the funds for such prepayment, then Administrative
Agent and Lenders shall (i) reasonably cooperate with Borrower to split and sever the Note and applicable Mortgage (if applicable)
and/or assign the applicable Note and Mortgage and all of the other applicable Loan Documents to any Person designated by Borrower,
which assignment documents shall be in recordable form and otherwise in form and substance reasonably acceptable to Administrative
Agent, (ii) deliver to or as directed by Borrower the originally executed applicable Note and all originally executed other notes
which may have been consolidated, amended and/or restated in connection with the execution of the applicable Note and which originals
were delivered to Administrative Agent, (iii) execute and deliver an allonge with respect to the applicable Note, (iv) deliver
the original executed Mortgage or a certified copy of record, and (v) execute and deliver such other instruments of conveyance,
assignment, termination, severance and release (including appropriate UCC-3 termination statements and terminations of rent direction
notices to Tenants, Operating Tenants and other third parties) in recordable form as may reasonably be requested by Borrower to
evidence such assignment; provided however, that Borrowers will pay all costs and expenses of Administrative Agent in connection
with the foregoing and such assignment shall be made without representation, warranty or covenant by Administrative Agent and such
documentation is otherwise acceptable to Administrative Agent in its sole discretion.


 


(b)          Upon
receipt of the amounts required under Sections 2.18(a)(viii) and 2.18(a)(x) above and satisfaction of all of the
other requirements contained in this Section 2.18, in addition to releasing the applicable Project from the lien of the
applicable Mortgage and other Loan Documents specific to the Partial Release Project, or assigning the applicable Note, Mortgage
and other applicable documents, Administrative Agent shall also release (i) all obligations of Borrower that is the owner of the
Partial Release Project under all of the Loan Documents, and the other Borrowers under all other Loan Documents as, but only to
the extent as to such other Borrowers, as they relate to the Partial Release Project and (ii) any funds in the Funds and tax and
insurance escrows, in each case, relating solely to the Partial Release Project or the pro rata share thereof (as determined by
the Administrative Agent in its reasonable discretion) with respect to such Partial Release Project. Any such application of funds
to the Loan shall be deemed a prepayment and shall be subject to the Libor Breakage Amount and Exit Fee, in each case as applicable.
Following each Partial Release, the monthly principal payments required under Section 2.3(a)(ii), if any, as applicable,
shall be recalculated based upon the outstanding principal balance of the Loan after the Partial Release Payment is applied by
Lenders and assuming a 25-year amortization period, less the full or partial months elapsed since the Closing Date. Such recalculated
monthly payment shall be due and payable commencing on the first Payment Date following the month in which the Partial Release
occurs.


 




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Section
2.19         Defaulting Lenders.


 


(a)          Defaulting
Lender Adjustments. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(i)            Any
amount payable to a Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of
being distributed to such Defaulting Lender, be retained by Administrative Agent in a segregated account and, subject to any Requirements
of Law, be applied at such time or times as may be determined by Administrative Agent (i) first, to the payment of any amounts
owing by such Defaulting Lender to Administrative Agent hereunder, (ii) second, if so determined by Administrative Agent and Borrowers,
held in such account as cash collateral for future funding obligations (if any) of the Defaulting Lender hereunder, (iii) third,
pro rata, to the payment of any amounts owing to Borrowers, Administrative Agent or Lenders as a result of any judgment of a court
of competent jurisdiction obtained by Borrowers, Administrative Agent or any Lender against such Defaulting Lender as a result
of such Defaulting Lender’s breach of its obligations hereunder, and (iv) fourth, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided, that if such payment is a prepayment of the principal amount of the Loan,
such payment shall be applied solely to prepay the portion of the Loan held by Lenders that are not Defaulting Lenders pro rata
prior to being applied to the prepayment of all or any portion of the portion of the Loan held by any Defaulting Lender.


 


(ii)           Notwithstanding
anything set forth herein to the contrary, a Defaulting Lender shall not have any voting or consent rights under or with respect
to this Agreement or any other Loan Document or constitute a “Lender” (or be included in the calculation of “Required
Lenders” hereunder) for any voting or consent rights under or with respect to this Agreement or any other Loan Document except
with respect to items described in Section 11.2(a) which require the vote or consent of all Lenders or all affected Lenders,
and no Defaulting Lender shall have any other right to approve or disapprove any amendment, waiver, consent or any other action
Lenders or the Required Lenders have taken or may take hereunder (including any consent to any amendment or waiver pursuant to
Section 11.2), provided that any waiver, amendment or modification described in Section 11.2(a) requiring the consent
of all Lenders or each directly affected Lender which affects such Defaulting Lender differently than other affected Lenders shall
require the consent of such Defaulting Lender.


 




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(iii)          The
failure of any Defaulting Lender to make any Loan, advance or any payment required by it hereunder shall not relieve any other
Lender of its obligations to make such Loan, advance or payment, but neither any Lender nor Administrative Agent shall be responsible
for the failure of any Defaulting Lender to make a Loan, advance or make any other payment required hereunder.


 


(iv)          At
the written request of Borrower Representative, Administrative Agent or a Person reasonably acceptable to Administrative Agent
shall have the right with Administrative Agent’s written consent and in Administrative Agent’s sole discretion (but
without any obligation whatsoever on Administrative Agent) to purchase from any Defaulting Lender, and each Defaulting Lender agrees
that it shall, at Administrative Agent’s written request, promptly sell and assign to Administrative Agent or such Person,
all of the interests of that Defaulting Lender for an amount equal to the principal balance of the portion of the Loan held by
such Defaulting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale
to be consummated (if at all upon Administrative Agent’s election) pursuant to an executed Assignment Agreement.


 


(b)          Defaulting
Lender Cure. If Borrowers and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable,
purchase at par that portion of the outstanding Loan held by the other Lenders or take such other actions as Administrative Agent
may determine to be necessary to cause the Loan to be held pro rata by Lenders in accordance with their pro rata shares, whereupon
such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


(c)          Payments
Credited to Defaulting Lender. Notwithstanding anything in this Agreement, including this Section 2.19 to the contrary,
Administrative Agent and all Lenders agree that Borrower’s delivery to Administrative Agent of all amounts due and payable
to Lenders and/or Administrative Agent at any time shall be deemed delivery of payment to all Lenders and/or Administrative Agent,
as applicable, of such amounts as of the date of delivery of such funds to Administrative Agent by or on behalf of Borrower regardless
of whether Administrative Agent delivers the same to the applicable Lenders including, without limitation, regardless of whether
any amounts are withheld by Administrative Agent from a Defaulting Lender pursuant to the terms of this Agreement.


 




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ARTICLE
3


 




INSURANCE, CONDEMNATION AND IMPOUNDS


 


Section
3.1           Insurance.
Borrowers shall maintain (or cause to be maintained) insurance as follows:


 


(a)          Property;
Business Interruption. Borrowers shall (i) keep the Projects insured against damage by fire, acts of domestic and foreign
terrorism, any type of wind (including named storms) and such other hazards covered by a special form or all-risk insurance policy
(A) for the full insurable value thereof on a replacement cost basis without any coinsurance, (B) with a deductible not to exceed
$75,000, except for wind/named storms and earthquake, which shall provide for a deductible of no more than five percent (5%) of
the total insurable value of the Projects, (C) containing Law & Ordinance coverage with respect to any Individual Project if
any of the Improvements on or the use of any such Individual Project shall at any time constitute legal non-conforming structures
or uses, including coverage for loss to the undamaged portion of the building (with a limit equal to replacement cost), the cost
of demolition and the increased costs of construction (each in amounts as reasonably required by Administrative Agent, but not
to exceed one hundred percent (100%) of the replacement cost value for Coverage A and twenty percent (20%) of the replacement cost
value for each of Coverages B and C), and (D) shall maintain boiler and machinery insurance and such other property insurance as
reasonably required by Administrative Agent. Administrative Agent reserves the right to reasonably require such other insurance
from time to time, including but not limited to earthquake, flood (in addition to Federal Flood Insurance) and sinkhole, if exposures
are reasonably deemed to be at an elevated risk to such loss (i.e., Earthquake Zones 3 and 4 with Probably Maximum Loss of twenty
percent (20%) or greater, FEMA Designated Special Flood Hazard Area (SFHA)), each in amounts acceptable to Administrative Agent.
The full insurable value shall be re-determined from time to time (but not more frequently than once in any twelve (12) calendar
months) at the request of Administrative Agent by an appraiser or contractor designated and paid by Borrowers and reasonably approved
by Administrative Agent, or by an engineer or appraiser in the regular employ of the insurer. No omission on the part of Administrative
Agent to request any such ascertainment shall relieve Borrowers of any of their obligations under this Subsection. Further, if
any portion of any improvements that are part of any Project or personal property at any Project is located currently or at any
time in the future in Special Flood Hazard Area, Borrowers shall deliver to Administrative Agent the following: (1) evidence as
to whether the community in which such Project is located is participating in the National Flood Insurance Program, (2) the applicable
Borrowers’ written acknowledgment of receipt of written notification from Administrative Agent as to the fact that such Project
is located in a Special Flood Hazard Area and as to whether the community in which such real estate is located is participating
in the National Flood Insurance Program, and (3) copies of the application for a Federal Flood Insurance policy, plus proof of
premium payment, a declaration page confirming that Federal Flood Insurance has been issued, or such other evidence of Federal
Flood Insurance satisfactory to Administrative Agent, in all cases naming Administrative Agent as Mortgagee on behalf of Lenders;
and (ii) maintain business interruption insurance, including rental income loss and extra expense, (A) with loss payable to Administrative
Agent, (B) covering all perils required herein to be insured against, (C) covering a period of restoration of twelve (12) months
and containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements has
been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior
to the loss, or the expiration of six (6) months from the date that the applicable Individual Project is repaired or replaced and
operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period
and (D) in an amount equal to one hundred percent (100%) of the projected gross revenue (less non-continuing expenses) from the
Projects as determined by Administrative Agent for a period of twelve (12) months, or such lesser amount written on a blanket basis,
as determined by Administrative Agent. The amount of such business interruption insurance shall be determined prior to the date
hereof and at least once each year thereafter based on Borrowers’ reasonable estimate of the gross revenue (less non-continuing
expenses) from the Projects for the succeeding twelve (12) month period. During the existence of an Event of Default, all business
interruption proceeds from the Projects shall be held by Administrative Agent and shall be applied to the Obligations secured by
the Loan Documents from time to time due and payable hereunder and under the Note; provided, however, that nothing herein contained
shall be deemed to relieve Borrowers of their Obligations to pay all amounts due hereunder on the Payment Dates set forth herein,
except to the extent such amounts are actually paid out of the proceeds of such business interruption insurance.


 




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(b)          Liability.
Borrowers shall maintain or cause Operating Tenant to maintain (i) commercial general liability insurance (with no exclusion for
acts of domestic and foreign terrorism) for both personal injury, bodily injury to or death of a person and for property damage
providing for limits of liability in the amount reasonably approved by Administrative Agent but in no event less than $1,000,000
per occurrence and $2,000,000 in the aggregate, in each case, for the Projects, (ii) umbrella liability coverage in the amount
and to the extent reasonably required by Administrative Agent, not to exceed $50,000,000 and on terms consistent with the general
liability insurance required hereinabove, and (iii) other liability insurance as reasonably required by Administrative Agent, including
but limited to auto liability or worker’s compensation and employer’s liability covering employees of Borrowers. In
addition, Borrowers shall or shall cause each Property Manager, if applicable, to maintain (A) worker’s compensation insurance
and employer’s liability insurance covering employees at the Projects employed by such Operator (in the amounts required
by applicable Requirements of Law) and (B) professional liability insurance. In no event shall Borrowers consent to any decrease
in the amount or scope of coverage or increase the deductibles from those previously approved by Administrative Agent.


 


(c)          Construction,
Repairs, Alterations. At all times during which structural construction, repairs or alterations are being made with respect
to any Improvements, and only if the property or liability coverage forms do not otherwise apply, (A) commercial general liability
and umbrella liability insurance covering claims related to the construction, repairs or alterations being made which are not covered
by or under the terms or provisions of the commercial general liability and umbrella liability insurance policy required in Section
3.1(b); and (B) the insurance provided for in Section 3.1(a) written in a so-called builder’s risk completed value
form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 3.1(a), and (3) including permission
to occupy the Projects.


 




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(d)          Form
and Quality. All insurance policies shall be obtained under valid and enforceable policies and shall be subject to the
reasonable approval of Administrative Agent as to form and substance, including insurance companies, amounts, deductibles, loss
payees and insureds. Such policies shall be endorsed in form and substance reasonably acceptable to Administrative Agent to name
Administrative Agent (on behalf of Lenders) thereunder as an additional insured, as its interest may appear, on liability insurance
policies and as mortgagee/lender’s loss payable, as its interest may appear, on all property insurance policies, including
but not limited to special form/all-risk, business interruption, boiler and machinery, terrorism, windstorm, and, when required,
flood and earthquake insurance, with all loss payable to Administrative Agent, without contribution, under a standard non-contributory
mortgagee clause. No policy shall contain a Protective Safeguard Endorsement. Administrative Agent shall act on behalf of Lenders
in respect of insurance matters. The proceeds of insurance paid on account of any damage or destruction to any Project shall be
paid to Administrative Agent, on behalf of Lenders, to be applied as provided in Section 3.2. In the event any Borrower
or Operator receives any insurance proceeds as contemplated by this Article 3 (without the same having been disbursed to
Administrative Agent), Borrowers will (with respect to proceeds received by Borrower and only if such proceeds are otherwise required
to be delivered to Administrative Agent hereunder), or will cause Operator to immediately return such proceeds to Administrative
Agent for application in accordance with the provisions of Section 3.2. All such insurance policies and endorsements shall
be fully paid for and contain such provisions and expiration dates and be in such form reasonably acceptable to Administrative
Agent and issued by such insurance companies approved to do business in the state in which the applicable Project is located, with
a rating of “A-X” (or better as established by Best’s Rating Guide or “A-”
or better by Standard & Poor’s Ratings Group or, if such insurance is being issued through a captive insurance company
that is approved in writing by the Administrative Agent in its reasonable discretion, Demotech Inc. Each property insurance policy
shall provide that such policy may not be canceled except upon thirty (30) days’ prior written notice (except ten (10) days’
prior notice for non-renewal or cancellation due to non-payment of premium) to Administrative Agent and that no act or negligence
of Borrowers, or any other insured under the policy, or failure to comply with the provisions of any Policy which might otherwise
result in a forfeiture of the insurance or any part thereof, or commencement of foreclosure or similar action, shall in any way
affect the validity or enforceability of the insurance insofar as Administrative Agent is concerned. If available using commercially
reasonable efforts, each liability insurance policy shall provide that such policy may not be canceled except upon thirty (30)
days’ prior written notice (except ten (10) days’ prior notice for non-renewal or cancellation due to non-payment of
premium) to Administrative Agent (provided that, if the insurer will not or cannot provide the required notice, Borrowers shall
be obligated to provide such notice). Blanket policies shall be permitted only if (i) any such policy shall in all other respects
comply with the requirements of this Section and (ii) such policy is approved in advance in writing by Administrative Agent in
its reasonable discretion and such policy includes changes to the coverages and requirements set forth herein as may be required
by Administrative Agent (including, without limitation, increases to the amount of coverages required herein); provided, however,
that Borrowers shall not be required to obtain approval from Administrative Agent for any renewal of a previously approved blanket
policy unless the terms of such policy have been materially changed. Notwithstanding Administrative Agent’s approval of any
blanket policy hereunder, Administrative Agent reserves the right, in its sole discretion, to require Borrowers to obtain a separate
policy in compliance with this Section 3.1. Borrowers authorize Administrative Agent to pay the premiums for such policies
(the “Insurance Premiums”) from the Insurance Impound, if applicable, as the same become due and payable
annually in advance. If Borrowers fail to deposit funds into the Insurance Impound in accordance with and when required by Section
3.4 sufficient to permit Administrative Agent to pay the Insurance Premiums when due, Administrative Agent may obtain such
insurance and pay the premium therefor and Borrowers shall, on demand, reimburse Administrative Agent for all expenses incurred
in connection therewith. Borrowers shall not maintain any separate or additional insurance which is contributing in the event of
loss unless it is properly endorsed and otherwise reasonably satisfactory to Administrative Agent in all respects.


 




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(e)          Assignment;
Delivery of Certificates and Policies. Borrowers shall assign (or cause to be assigned) the policies relating to the Projects
and all proceeds payable thereunder or proofs of insurance to Administrative Agent (for the benefit of Lenders), in such manner
and form that Administrative Agent shall require and Administrative Agent and its successors and assigns shall at all times have
and hold the same as security for the payment of the Loan. In the event of a foreclosure of any Security or other transfer of title
to any Project in extinguishment in whole or in part of the Indebtedness, all right, title and interest of Borrowers in and to
the Policies then in force concerning the applicable Project and all proceeds payable thereunder shall thereupon vest exclusively
in Administrative Agent or, subject to the insurer’s prior written approval, the purchaser at such foreclosure or other transferee
in the event of such other transfer of title. Unless otherwise approved by Administrative Agent, with respect to the property insurance
required under this Section 3.1, Borrowers shall provide (i) on or before the Closing Date, an ACORD 27 or 28 along with
a policy binder which is valid for at least 60 days following the Effective Date or a complete copy of the policy, (ii) endorsements
required by Administrative Agent within thirty (30) days following the Closing Date if not provided on or before the Closing Date
and (iii) a copy of the full policy within sixty (60) days following the Closing Date or prior to expiration of the binder. Unless
otherwise approved by Administrative Agent, with respect to the liability insurance required under this Section 3.1, Borrowers
shall provide (i) on or before the Closing Date, an ACORD 25 along with evidence of 30-day notice of cancellation of coverage,
(ii) endorsements required by Administrative Agent within thirty (30) days following the Closing Date if not provided on or before
the Closing Date and (c) a copy of the full policy within sixty (60) days following the Closing Date. If Borrowers elect to obtain
any insurance which is not required under this Agreement, all related insurance policies shall be endorsed in compliance with Section
3.1(d), and such additional insurance shall not be canceled without prior notice to Administrative Agent. From time to time
upon Administrative Agent’s request, Borrowers shall identify to Administrative Agent all insurance maintained by Borrowers
with respect to the Projects. The proceeds of insurance policies coming into the possession of Administrative Agent shall not be
deemed trust funds, and Administrative Agent shall be entitled to apply such proceeds as herein provided.


 


(f)          Adjustments.
Borrowers shall give prompt written notice of any loss in excess of $100,000 to the insurance carrier and to Administrative Agent.
Borrowers hereby irrevocably authorize and empower Administrative Agent, as attorney in fact for Borrowers coupled with an interest,
to (i) notify any of Borrowers’ insurance carriers to add Administrative Agent (for itself and the benefit of Lenders) as
a loss payee, mortgagee insured or additional insured, as the case may be, to any policy maintained by Borrowers (regardless of
whether such policy is required under this Agreement), (ii) if such loss exceeds the Restoration Threshold, make proof of loss,
to adjust and compromise any claim under insurance policies, appear in and prosecute any action arising from such insurance policies,
and (iii) collect and receive insurance proceeds, and to deduct therefrom Administrative Agent’s reasonable expenses incurred
in the collection of such proceeds. Nothing contained in this Section 3.1(f), however, shall require Administrative Agent
to incur any expense or take any action hereunder.


 




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(g)          Warning
Regarding Right of Administrative Agent to Purchase Insurance: IF BORROWERS FAIL TO PROVIDE ADMINISTRATIVE AGENT
WITH EVIDENCE OF THE INSURANCE COVERAGES REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO TAKE SUCH ACTION
DEEMED NECESSARY TO PROTECT THE INTEREST OF ADMINISTRATIVE AGENT AND LENDERS, INCLUDING, WITHOUT LIMITATION, THE PURCHASING OF
INSURANCE AT BORROWERS’ EXPENSE AS ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION DEEMS APPROPRIATE. THIS INSURANCE MAY, BUT
NEED NOT, ALSO PROTECT BORROWERS’ INTEREST. IF THE COLLATERAL BECOMES DAMAGED, THE COVERAGE ADMINISTRATIVE AGENT PURCHASES
MAY NOT PAY ANY CLAIM BORROWERS MAKE OR ANY CLAIM MADE AGAINST BORROWERS. BORROWERS ARE RESPONSIBLE FOR ALL EXPENSES INCURRED BY
ADMINISTRATIVE AGENT IN CONNECTION WITH SUCH ACTION AND THE COST OF ANY INSURANCE PURCHASED PURSUANT TO THIS PROVISION AND SUCH
COST IS PAYABLE ON DEMAND; IF BORROWERS FAIL TO PAY SUCH COST, IT MAY BE ADDED TO THE INDEBTEDNESS AND BEAR INTEREST AT THE DEFAULT
RATE. THE EFFECTIVE DATE OF COVERAGE MAY BE THE DATE BORROWERS’ PRIOR COVERAGE LAPSED OR THE DATE BORROWERS FAILED TO PROVIDE
PROOF OF COVERAGE. THE COVERAGE ADMINISTRATIVE AGENT PURCHASES MAY BE CONSIDERABLY MORE EXPENSIVE THAN INSURANCE BORROWERS CAN
OBTAIN AND MAY NOT SATISFY ANY NEED FOR PROPERTY DAMAGE COVERAGE OR ANY MANDATORY LIABILITY INSURANCE IMPOSED BY REQUIREMENTS OF
LAW. AFTER RECEIVING WRITTEN CONSENT FROM ADMINISTRATIVE AGENT, BORROWERS MAY LATER CANCEL THIS COVERAGE BY PROVIDING EVIDENCE
THAT THE REQUIRED PROPERTY COVERAGE WAS PURCHASED ELSEWHERE.


 


(h)          Non-Conforming
Policy. As an alternative to the policies required to be maintained pursuant to the preceding provisions of this Section
3.1, Borrowers will not be in default under this Section 3.1 if Borrowers maintain (or causes to be maintained) policies
which (i) have coverages, deductibles or other related provisions other than those specified above or (ii) are provided by insurance
companies not meeting the credit ratings requirements set forth above (any such policy, a “Non-Conforming Policy”),
provided, that, prior to obtaining such Non-Conforming Policies (or permitting such Non-Conforming Policies to be obtained), Borrowers
shall have received Administrative Agent’s prior written consent thereto. Notwithstanding the foregoing, Administrative Agent
hereby reserves the right to deny its consent to any Non-Conforming Policy regardless of whether or not Administrative Agent has
consented to the same on any prior occasion.


 




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Section
3.2           Use and Application of Insurance Proceeds.


 


(a)          Notice;
Repair Obligation. If any Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”),
Borrowers shall give prompt notice thereof to Administrative Agent. Following the occurrence of a Casualty, provided Administrative
Agent makes insurance proceeds available to Borrowers, Borrowers shall promptly proceed to restore, repair, replace or rebuild
the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be
effected in accordance with applicable Requirements of Law. If Administrative Agent is entitled to receive such proceeds and, pursuant
to the terms hereof, does not make insurance proceeds available to Borrowers, Borrowers, at Borrowers’ expense, shall promptly
proceed to remove any debris and secure the damaged Project.


 


(b)          Application
of Insurance Proceeds. Administrative Agent shall make insurance proceeds available to Borrowers for application to the
costs of restoring the damaged Project or to the payment of the Loan as follows:


 


(i)            if
the insurance proceeds plus the amount of any deductible is less than or equal to the Restoration Threshold, Administrative Agent
shall make the insurance proceeds available to Borrowers, which proceeds shall be used by Borrowers to pay for the restoration
of the damaged Project provided (A) no Event of Default exists, and (B) the applicable Borrower promptly commence and are diligently
pursuing restoration of the damaged Project;


 


(ii)           if
the insurance proceeds plus the amount of any deductible exceeds the Restoration Threshold but is not more than twenty-five percent
(25%) of the aggregate amount of the Loan outstanding on such date, Administrative Agent shall disburse the insurance proceeds
to the applicable Borrower, which proceeds shall be used by the applicable Borrower for the restoration of the damaged Project;
provided that (A) at all times during such restoration no Event of Default exists; (B) Administrative Agent determines that there
are sufficient funds available to restore and repair the damaged Project to a condition existing immediately prior to such Casualty
or, if Administrative Agent reasonably determines there is any such insufficiency, Borrowers provide additional security to address
such insufficiency to Administrative Agent’s reasonable satisfaction; (C) Administrative Agent reasonably determines that
the Adjusted Net Operating Income of the Projects (including the damaged Project) during restoration, taking into account rent
loss or business interruption insurance, will be sufficient to pay all amounts due hereunder as the same are due and payable; (D)
Administrative Agent reasonably determines that restoration and repair of the damaged Project to a condition reasonably approved
by Administrative Agent will be substantially completed within nine (9) months after the date of loss or casualty and in any event
ninety (90) days prior to the Maturity Date; (E) the applicable Borrower promptly commences and are diligently pursues restoration
of the damaged Project; (F) the Project after the restoration will be in compliance with and permitted under all Requirements of
Law; and (G) Borrowers demonstrate compliance with the financial covenants set forth in Section 7.13; and


 


(iii)           if
the conditions set forth in (i) and (ii) above are not satisfied or the loss exceeds the maximum amount specified in Section
3.2(b)(ii) above, (A) if no Event of Default exists hereunder, Administrative Agent may elect to apply any insurance proceeds
Administrative Agent receives as a prepayment of the Loan, or allow all or a portion of such proceeds to be used for the restoration
of the damaged Project and (B) if an Event of Default exists hereunder, Administrative Agent shall apply any insurance proceeds
Administrative Agent receives as a prepayment of the Loan. Any prepayment of the Loan made pursuant to this Section 3.2
shall be made without Exit Fee or penalty.


 




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(c)          Disbursement
of Insurance Proceeds. Insurance proceeds received by Administrative Agent and to be applied to restoration pursuant to
the terms of this Section 3.2, will be disbursed by Administrative Agent to the applicable Borrowers on a monthly basis,
commencing within ten (10) Business Days following receipt by Administrative Agent of plans and specifications, contracts and subcontracts,
schedules, budgets, conditional lien waivers and architects’ certificates all in form reasonably satisfactory to Administrative
Agent, and otherwise in accordance with prudent commercial construction lending practices for construction loan advances (including
appropriate retainages to ensure that all work is completed in a workmanlike manner). Any insurance proceeds remaining after payment
of all restoration costs under Section 3.2(b)(ii) shall be remitted to Borrowers provided no Event of Default shall be continuing.


 


(d)          Special
Right to Repay Loan. Notwithstanding anything in this Sections 3.2 or 3.3 to the contrary, if pursuant to
Section 3.2(b)(iii) above or Section 3.3 below, Administrative Agent elects to require that the insurance or condemnation
proceeds be applied as a prepayment of the Loan, Borrowers shall have the option to prepay the Allocated Loan Amount for the damaged
Project and effect a Partial Release of the applicable Project in accordance with Section 2.4(e), less any insurance or
condemnation proceeds actually received by Administrative Agent at the time of such prepayment, if any. If the insurance or condemnation
proceeds have not been received by Administrative Agent at the time of prepayment, Borrowers will be entitled to receive all such
insurance or condemnation proceeds after such prepayment of the Loan.


 





Section
3.3           Condemnation Awards. Borrowers shall
promptly give Administrative Agent written notice of the actual or threatened commencement of any condemnation or eminent domain
proceeding affecting any Project (a “Condemnation”) and shall deliver to Administrative Agent copies
of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Borrowers, regardless
of whether any award or compensation (an “Award”) is available, shall promptly proceed to restore, repair,
replace or rebuild the same to the extent practicable to be of at least equal value and of substantially the same character, as
prior to such Condemnation, all to be effected in accordance with all Requirements of Law. Administrative Agent may participate
in any such proceeding (for itself and on behalf of Lenders) and Borrowers will deliver to Administrative Agent all instruments
necessary or required by Administrative Agent to permit such participation. Without Administrative Agent’s prior consent,
Borrowers (a) shall not agree to any Award, and (b) shall not take any action or fail to take any action which would cause the
Award to be determined. All Awards for the taking or purchase in lieu of condemnation of any Individual Project or any part thereof
are hereby assigned to and shall be paid to Administrative Agent. Administrative Agent is hereby irrevocably appointed as Borrowers’
attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise
or settlement in connection with any such Condemnation and to give proper receipts and acquittances therefor, and in Administrative
Agent’s sole discretion (in consultation with the Required Lenders) to apply the same toward the payment of the Loan), notwithstanding
that the Loan may not then be due and payable, or to the restoration of the applicable Project; provided, however, if all Awards
in the aggregate are less than or equal to the Restoration Threshold and Borrowers request that such proceeds be used for nonstructural
site improvements (such as landscape, driveway, walkway and parking area repairs) required to be made as a result of such Condemnation,
Administrative Agent will apply such Award(s) to such restoration in accordance with disbursement procedures applicable to insurance
proceeds provided there exists no Event of Default. Borrowers, upon request by Administrative Agent, shall execute all instruments
requested to confirm the assignment of the Awards to Administrative Agent, free and clear of all liens, charges or encumbrances.
Anything herein to the contrary notwithstanding, if an Event of Default exists, Administrative Agent is authorized to adjust such
Award without the consent of Borrowers and to collect such Award in the name of Administrative Agent (on behalf of itself and Lenders)
and Borrowers.







 




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Section
3.4           Insurance Impounds.
Borrowers shall (i) deposit with Administrative Agent monthly on each Payment Date, a sum of money (the “Insurance
Impound”) equal to one-twelfth (l/12th) of the annual charges for the Insurance
Premiums and (ii) a sum of money which together with the monthly installments to be made prior to the date that is thirty (30)
days before any delinquency or penalty is due with respect to the Insurance Premiums become due and payable will be sufficient
to make each of such payments prior to such date. If Administrative Agent so elects in its reasonable discretion, at any time
following Borrowers obligation to make deposits in the Insurance Impound, Borrowers shall not be obligated to deposit any sums
with Administrative Agent pursuant to this Section 3.4 to the extent Borrowers provide evidence reasonably acceptable to
Administrative Agent that Borrowers have paid all such Insurance Premiums. Deposits shall be made on the basis of Administrative
Agent’s estimate from time to time of the Insurance Premiums for the current year. All funds so deposited shall be held
without interest in Administrative Agent’s name or in the name of CONA (in each case, on behalf of all Secured Parties),
and shall not be deemed to be held in trust for the benefit of Borrowers. All funds so deposited may be commingled with the general
funds of Administrative Agent including without limitation as follows: (i) with Administrative Agent’s own funds at financial
institutions selected by Administrative Agent in its reasonable discretion; or (ii) with Administrative Agent’s funds at
CONA to be held in a Subaccount designated for Administrative Agent for such purpose. Borrowers hereby grant to Administrative
Agent (for its benefit and the benefit of Secured Parties) a security interest in all funds so deposited with Administrative Agent
for the purpose of securing the Loan. While an Event of Default exists, the funds deposited may be applied in payment of the Insurance
Premiums for which such funds have been deposited, or to the payment of the Loan or any other charges affecting the security of
Administrative Agent, as Administrative Agent may elect, but no such application shall be deemed to have been made by operation
of law or otherwise until actually made by Administrative Agent. Borrowers shall furnish Administrative Agent with bills for the
Insurance Premiums for which such deposits are required at least ten (10) days prior to the date on which the Insurance Premiums
first become payable. If at any time the amount on deposit with Administrative Agent, together with amounts to be deposited by
Borrowers before such Insurance Premiums are payable, is insufficient to pay such Insurance Premiums, Borrowers shall deposit
any deficiency with Administrative Agent immediately upon demand. Administrative Agent shall pay such Insurance Premiums on or
before the due date; provided the amount on deposit with Administrative Agent is sufficient to pay such Insurance Premiums and
Administrative Agent has received a bill for such Insurance Premiums. On the Maturity Date, the monies then remaining on deposit
with Administrative Agent under this Section 3.4 shall, at Administrative Agent’s option, be applied against the
Indebtedness or if no Event of Default exists hereunder, returned to Borrowers. Borrowers shall provide Administrative Agent with
proof of payment with respect to all of Borrowers’ insurance, in each case, not later than five (5) Business Days prior
to the stated due date therefor.


 




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Section
3.5           Real Estate Tax Impounds. Borrowers
shall deposit with Administrative Agent monthly on each Payment Date, a sum of money (the “Tax Impound”)
equal to one-twelfth (1/12th) of the annual Taxes for the Projects. Borrowers shall deposit with Administrative Agent a sum of
money which together with the monthly installments will be sufficient to make each of such payments thirty (30) days prior to
the date any delinquency or penalty becomes due with respect to such payments. Deposits shall be made on the basis of Administrative
Agent’s reasonable estimate from time to time of the Taxes for the current year (after giving effect to any reassessment
or, at Administrative Agent’s election, on the basis of the Taxes for the prior year, with adjustments when the Taxes are
fixed for the then current year). All funds so deposited shall be held without interest in Administrative Agent’s name or
in the name of CONA (in each case, on behalf of all Secured Parties), and shall not be deemed to be held in trust for the benefit
of Borrowers. All funds so deposited may be commingled with the general funds of Administrative Agent including without limitation
as follows: (i) with Administrative Agent’s own funds at financial institutions selected by Administrative Agent in its
reasonable discretion; or (ii) with Administrative Agent’s funds at CONA to be held in a Subaccount designated for Administrative
Agent for such purpose. Borrowers hereby grant to Administrative Agent (for its benefit and the benefit of Secured Parties) a
security interest in all funds so deposited with Administrative Agent for the purpose of securing the Loan. While an Event of
Default exists, the funds deposited may be applied in payment of the charges for which such funds have been deposited, or to the
payment of the Loan or any other charges affecting the security of Administrative Agent, as Administrative Agent may elect, but
no such application shall be deemed to have been made by operation of law or otherwise until actually made by Administrative Agent.
Upon the reasonable request of Administrative Agent if the applicable tax monitoring services being utilized by Administrative
Agent fails to do so, Borrowers shall furnish Administrative Agent with bills for the Taxes for which such deposits are required
at least thirty (30) days prior to the date on which the Taxes first become payable. If at any time the amount on deposit with
Administrative Agent, together with amounts to be deposited by Borrowers before such Taxes are payable, is insufficient to pay
such Taxes, Borrowers shall deposit any deficiency with Administrative Agent immediately upon demand. Administrative Agent shall
pay such Taxes on or before the same are delinquent; provided the amount on deposit with Administrative Agent is sufficient to
pay such Taxes and Administrative Agent has received a bill for such Taxes. The obligation of Borrowers to pay the Taxes, as set
forth in the Loan Documents, is not affected or modified by the provision of this paragraph; provided, however, that Borrowers
shall not be in default under the Loan for failure to pay Taxes if and to the extent there are sufficient funds on deposit in
the Tax Impound to timely pay such Taxes. On the Maturity Date, the monies then remaining on deposit with Administrative Agent
under this Section 3.5 shall, at Administrative Agent’s option, be applied against the Indebtedness or if no Event
of Default exists hereunder, returned to Borrowers. Upon the reasonable request of Administrative Agent if the applicable tax
monitoring services being utilized by Administrative Agent fails to do so, Borrowers shall provide Administrative Agent with proof
of payment with respect to all of Borrowers’ Taxes, in each case, not later than fifteen (15) Business Days prior to the
date such Taxes become delinquent. If Borrowers fail to provide such proof of payment within such time periods, Administrative
Agent, at its option, may require that Borrowers commence depositing Tax Impounds pursuant to this Section 3.5. Administrative
Agent shall use commercially reasonable efforts to engage a tax monitoring service to monitor tax bills for the Projects and provide
Administrative Agent with all information required by Administrative Agent regarding such tax bills and related tax payments.
Any and all tax monitoring services utilized by Administrative Agent to ensure Borrowers’ compliance with the foregoing
shall be reimbursed by Borrowers promptly upon demand.


 




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ARTICLE
4


 


LEASING MATTERS


 


Section
4.1          Representations and Warranties on Leases.


 


(a)          Leases.
Borrowers represent and warrant to Administrative Agent and the Lenders with respect to the Residential Leases that to Borrowers’
Knowledge (i) the rent roll or Census Report for each Project delivered to Administrative Agent is true and correct; (ii)
such Leases are valid and in and full force and effect subject to applicable bankruptcy, insolvency or similar laws generally affecting
the enforcement of a creditor’s rights; and (iii) the interests of the landlord and the rents under such Leases have not
been assigned or pledged except as set forth on Schedule 4.1(a)). Borrowers represent and warrant to Administrative Agent
and Lenders with respect to the Commercial Leases, if any, that to the Borrowers’ Knowledge, (i) the rent roll with
respect to such Commercial Leases, if any, delivered to Administrative Agent is true and correct; (ii) such Commercial Leases are
in full force and effect subject to applicable bankruptcy, insolvency or similar laws generally affecting the enforcement of a
creditor’s rights; (iii) the interest of landlord thereunder has not been assigned or pledged except as set forth on
Schedule 4.1(a); and (iv) except as otherwise approved by Administrative Agent, all existing Commercial Leases are
subordinate to the Mortgage either pursuant to their terms or a recorded subordination and non-disturbance agreement in form and
substance reasonably satisfactory to the Administrative Agent.


 


(b)          Operating
Leases. Borrowers represent and warrant to Administrative Agent and the Lenders with respect to each Operating Lease that:
(i) each Operating Lease is valid and in full force and effect; (ii) each Operating Lease (including amendments) is
in writing, and there are no oral agreements with respect thereto; (iii) the copy of each Operating Lease delivered to Administrative
Agent is true and complete; (iv) none of Borrowers or any Operator is (or as to the other party is, to such party’s
knowledge), in default under any Operating Lease; (v) neither any Borrower nor any Operator have any knowledge of any notice
of termination or default with respect to any Operating Lease; (vi) no Borrower has assigned or pledged the Operating Leases,
the rents or any interests therein, except to Administrative Agent and the Lenders or except in connection with a Permitted Transfer;
(vii) except as set forth in the Operating Leases, no Operator has an option to purchase all or any portion of the Projects;
(viii) except as set forth in the Operating Leases, no Operator has the right to terminate any Operating Lease prior to expiration
of the stated term of such Operating Lease (unless due to casualty or condemnation of the Projects); and (ix) no Operator
has prepaid more than one month’s rent in advance. 


 




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Section
4.2           Standard Lease Form; Approval Rights.
All Residential Leases shall be on a standard lease form approved by Administrative Agent, with no material modifications other
than in the ordinary course of business or as required by any Requirements of Law. All Leases (other than Residential Leases and
Commercial Leases that are De Minimis Leases) shall be in a form approved by Administrative Agent, with no material modifications
other than as permitted under Section 4.3 below, it being acknowledged that the Administrative Agent has approved the Operating
Leases in existence as of the Closing Date. Borrowers shall cause the Operators to hold, in trust, all residential tenant Security
Deposits in a segregated account, and, to the extent required by any Requirements of Law, shall not commingle any such funds with
any other funds of Borrowers. Within ten (10) days after Administrative Agent’s request, Borrowers shall furnish to Administrative
Agent a statement of all tenant Security Deposits, and, to the extent not prohibited by Requirements of Law, copies of all Leases
not previously delivered to Administrative Agent, certified by Borrowers as being true and correct. Notwithstanding anything contained
in the Loan Documents to the contrary, Borrowers shall have the right to enter into Commercial Leases (including any extensions
or modifications related thereto) without Administrative Agent’s consent provided (i) the Commercial Lease is a De Minimus
Lease, (ii) the Commercial Lease is in the form previously approved by Administrative Agent without material modification,
and (iii) the applicable tenant agrees to comply with any use restrictions applicable to the Project.


 


Section
4.3           Covenants.


 


(a)           Commercial
Leases. Each of the Borrowers shall or shall use commercially reasonable efforts to cause Operators to (i) perform the
obligations which any Borrower or Operator is required to perform under any Commercial Lease to which it is a party; (ii) enforce,
in the ordinary course of business, the material obligations to be performed by the Tenants under the Commercial Leases to which
it is a party as a landlord; (iii) promptly furnish to Administrative Agent any notice of default or termination received by any
Borrower from any Tenant under a Lease (other than a De Minimus Lease), and any notice of default or termination given by any Borrower
to any Tenant under a Lease (other than a De Minimus Lease); (iv) not collect any rents for more than one month in advance of the
time when the same shall become due, except for bona fide Security Deposits or as permitted pursuant to the terms of such Lease;
(v) not enter into any ground lease or master lease of any part of the Projects (other than the Operating Leases); (vi) not further
assign or encumber any Commercial Lease; (vii) not, except with Administrative Agent’s prior written consent (other than
as a result of the default by any tenant or as provided by the terms of the Commercial Lease), cancel, terminate or accept assignment
of any Commercial Lease (other than a De Minimus Lease) to which it is a party; (viii) not, except with Administrative Agent’s
prior written consent, modify or amend any Lease (other than a De Minimus Lease) (except for minor modifications and amendments
entered into in the ordinary course of business, consistent with prudent property management practices, not affecting the economic
terms or term of the Lease); and (ix) assign to Administrative Agent any letter of credit evidencing a Security Deposit on such
terms as may be required by Administrative Agent and shall deliver the original of such letter(s) of credit to Administrative Agent
to the extent assignable in accordance with its terms. Any action in violation of clauses (v), (vi), (vii), and (viii) of this
Section 4.3(a) shall be void at the election of Administrative Agent.


 




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(b)          Operating
Leases. Borrowers shall (i) perform the material obligations in all material respects which Borrowers are required to perform
under the Operating Leases; (ii) enforce the material obligations to be performed by the Operator under the Operating Leases; (iii)
promptly furnish to Administrative Agent any notice of default or termination received by any Borrower from any Operator, and any
notice of default or termination given by any Borrower to any Operator under the Operating Lease; (iv) not collect any rents for
more than one month in advance of the time when the same shall become due under the Operating Lease, except for bona fide Security
Deposits; (v) not, except with Administrative Agent’s prior written consent, cancel or accept surrender or termination or
assignment of any Operating Lease with respect to all or any portion of the Projects (subject to the release rights under Section
2.18 above); (vi) not, except with Administrative Agent’s prior written consent, modify or amend the Operating Lease
(except for minor modifications and amendments entered into in the ordinary course of business, consistent with prudent property
management practices, not affecting the economic terms or term of the Operating Lease); and (vii) to the extent any Operator requires
Borrowers’ consent under any Operating Lease, not grant any such consent without Administrative Agent’s prior written
consent. Any action in violation of clauses (v), (vi), and (vii) of this Section 4.3(b) shall be void at the election
of Administrative Agent (after consultation with the Required Lenders). Borrowers will not suffer or permit any breach or default
to occur in any of any Borrower’s obligations under any Operating Lease nor suffer or permit the same to terminate by reason
of any failure of any Borrower to meet any requirement of any Operating Lease; provided, however, that any Borrower
may terminate an Operating Lease to which it is a party and enter into a new Operating Lease on substantially the same terms with
an Affiliate of the Borrowers that will operate only the related Project. In addition to the foregoing, the Borrowers shall promptly
furnish to Administrative Agent (A) any notice of default or termination received by any Borrower from Operators and (B) a copy
of any notice of default or termination given by Borrowers to Operators under the Operating Leases.


 


Section
4.4           Tenant Estoppels.


 


(a)          Leases.
At Administrative Agent’s request made not more than once in any calendar year in the absence of an Event of Default, Borrowers
shall use commercially reasonable efforts to obtain and furnish (or use commercially reasonable efforts to cause Operators to obtain
and furnish) to Administrative Agent, written estoppels in form and substance reasonably satisfactory to Administrative Agent (or,
if the lease in question prescribes a form of estoppel, then substantially in such form), executed by Tenants under any Commercial
Leases in excess of 3,000 square feet of any Project and confirming the term, rent, and other provisions and matters relating to
such Commercial Lease.


 


(b)          Operating
Leases. At Administrative Agent’s request, but no more frequently than once a year during the term of the Loan in
the absence of an Event of Default or unless required by a Lender to which a portion of the Loan is assigned pursuant to Section 11.3,
Borrowers shall obtain from Operators and furnish to Administrative Agent, a written estoppel in form and substance satisfactory
to Administrative Agent (or, if the lease in question prescribes a form of estoppel, then substantially in such form), executed
by Operators and confirming the term, rent and other provisions and matters relating to the Operating Leases.


 




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Section
4.5           Compliance with Loan Terms.
Notwithstanding anything to the contrary herein, to the extent any covenants contained in this Agreement relate to the use, operation
and/or maintenance of the Projects, the Borrowers shall be deemed to be in compliance with such covenants if the Borrowers are
causing each applicable Operator to comply with such covenants.


 


ARTICLE
5


 


REPRESENTATIONS
AND WARRANTIES


 


Each Borrower represents,
warrants and covenants to Administrative Agent and Lenders that:


 


Section
5.1           Organization, Power and Authority; Formation Documents.


 


(a)          Organization,
Etc. Each Borrower and each other Borrower Party is duly organized, validly existing and in good standing under the laws
of the state of its formation or existence and each Borrower is in compliance with all legal requirements applicable to doing business
in the state in which the Projects are located. No Borrower is a “foreign person” within the meaning of §1445(f)(3)
of the Code. Each Borrower and each other Borrower Party has only one state of incorporation or organization which is set forth
on Schedule 5.1. All other information regarding each Borrower and each other Borrower Party contained in
Schedule 5.1, including the ownership structure of Borrowers and their constituent entities, is true and correct
as of the Closing Date.


 


(b)          Formation
Documents. True and complete copies of the formation documents creating each Borrower and Guarantor together with all current
limited liability company agreements, and any and all amendments thereto (collectively, the “Borrower Formation Documents”)
have been furnished to Administrative Agent. The Borrower Formation Documents constitute the entire agreement regarding each Borrower
and Guarantor and are binding upon and enforceable against each of the members of such Person in accordance with its terms. No
breach exists under the Borrower Formation Documents and no condition exists which, with the giving of notice or the passage of
time, would constitute a breach under the Borrower Formation Documents.


 





Section
5.2           Validity of Loan Documents. The execution,
delivery and performance by each Borrower and each other Borrower Party of the Loan Documents and the Environmental Indemnity Agreement:
(a) are duly authorized and do not require the consent or approval of any other party or Governmental Authority which has not been
obtained; and (b) will not violate any law or result in the imposition of any lien, charge or encumbrance upon the assets of any
such party, except as contemplated by the Loan Documents and/or the Environmental Indemnity Agreement. The Loan Documents and/or
the Environmental Indemnity Agreement constitute the legal, valid and binding obligations of each Borrower and each other Borrower
Party who is a party to such Loan Documents and/or the Environmental Indemnity Agreement, enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, or similar laws generally affecting the enforcement of creditors’
rights.







 




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Section
5.3          Liabilities; Litigation.


 


(a)          Financial
Statements. The financial statements delivered to Administrative Agent by Borrowers and each other Borrower Party hereunder
are true and correct in all material respects as of the date of such financial statements. Except as disclosed in such financial
statements, there are no liabilities (fixed or contingent) affecting any Project, any Borrower or any other Borrower Party. Except
as disclosed in such financial statements, there is no litigation, administrative proceeding, investigation or other legal action
(including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to Borrowers’ Knowledge, threatened,
against any Individual Project, any Borrower or any other Borrower Party which if adversely determined could have a Material Adverse
Effect on such party, any Project or the Loan.


 


(b)          Contemplated
Actions. No Borrower Party intends to file a petition by it under state or federal bankruptcy or insolvency laws or the
liquidation of all or a major portion of its assets or property, and no Borrower Party has knowledge of any Person contemplating
the filing of any such petition against it.


 


Section
5.4           Taxes and Assessments. There are
no unpaid or outstanding Taxes or assessments on or against the Projects or any part thereof, except general real estate taxes
not yet due or payable. Except as disclosed on Schedule 5.4, each Project is comprised of one or more tax
parcels, and each such tax parcel constitutes a separate tax lot and none of which constitutes a portion of any other tax lot.
There are no pending or, to Borrowers’ Knowledge, proposed, special or other assessments for public improvements or otherwise
affecting any Project, nor are there any contemplated improvements to any Project that may result in such special or other assessments. 


 


Section
5.5           Other Agreements Defaults. No
Borrower, nor any other Borrower Party, is a party to any agreement or instrument or subject to any court order, injunction, permit,
or restriction which might adversely affect any Project or the business, operations, or condition (financial or otherwise) of any
Borrower Party. No Borrower Party is in violation of any agreement which violation could reasonably be expected to have a Material
Adverse Effect.


 


Section
5.6           Compliance with Laws.
Each Borrower Party and, to each Borrower’s Knowledge, if applicable, the applicable Operator has all requisite Permits,
if any, necessary to own, lease and operate its Individual Project and carry on its business, and, except as disclosed in the zoning
reports or Property Condition Reports delivered to Administrative Agent prior to the Closing Date, each Project is in compliance
with all applicable Requirements of Law. To Borrower’s Knowledge, no Borrower Party, is in violation in any material respect
of any Healthcare Laws or the subject of any material Healthcare Investigation.


 


Section
5.7           Condemnation. Except as set forth
on Schedule 5.7, no condemnation has been commenced or, to Borrowers’ Knowledge, is contemplated with
respect to all or any portion of any Project or for the relocation of roadways providing access to any Project.


 


Section
5.8            Access. Each
Project has adequate rights of access to public ways and is served by adequate water, sewer, sanitary sewer and storm drain facilities.
All public utilities necessary or convenient to the full use and enjoyment of each Project are located in the public right-of-way
abutting the applicable Project, and all such utilities are connected so as to serve such Project without passing over other property,
except to the extent such other property is subject to a perpetual easement for such utility benefiting each Project. All roads
necessary for the full utilization of each Project for its current purpose have been completed and dedicated to public use and
accepted by all Governmental Authorities.


 




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Section
5.9           Location of Borrowers. Each
Borrower’s principal place of business and chief executive offices are located at the address stated in Schedule
5.9 and, except as otherwise set forth in Schedule 5.9, each Borrower at all times has maintained
its principal place of business and chief executive office at such location or at other locations within the same state.


 


Section
5.10         ERISA Employees.


 


(a)          As
of the Closing Date and throughout the term of the Loan, (i) no Borrower is nor will it be an “employee benefit plan”
as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, and (ii) the assets of Borrowers do not and will not
constitute “plan assets” of one or more such plans within the meaning of Section 3(42) of ERISA.


 


(b)          As
of the Closing Date and throughout the term of the Loan (i) no Borrower is nor will it be a “governmental plan” within
the meaning of Section 3(3) of ERISA and (ii) assuming that the Loan will not be funded or held with “plan assets”
of any governmental plan and assuming that the counterparty to any such transaction is not a governmental plan or an entity whose
assets are deemed to be “plan assets” of any governmental plan, transactions by or with any Borrower are not and will
not be subject to state statutes applicable to any Borrower regulating investments of and fiduciary obligations with respect to
governmental plans.


 


(c)          No
Borrower has any employees.


 


Section
5.11         Use of Loan Proceeds.
The proceeds of the Loan are intended and will be used for agricultural, business or commercial purposes and are not intended and
will not be used for personal, family or household purposes.


 


Section
5.12         Margin Stock. No part
of proceeds of the Loan will be used for purchasing or acquiring any “margin stock” within the meaning of Regulations
T, U or X of the Board of Governors of the Federal Reserve System.


 


Section
5.13         Forfeiture. There has not been committed by
any Borrower nor to Borrower’s Knowledge any other person in occupancy of or involved with the operation or use of the Projects
any act or omission affording the federal government or any state or local government the right of forfeiture as against the Projects
or any part thereof or any monies paid in performance of Borrowers’ obligations under any of the Loan Documents or the Environmental
Indemnity Agreement. Borrowers hereby covenant and agree not to commit or permit to exist, to the extent within Borrowers’
control, any act or omission affording such right of forfeiture.


 




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Section
5.14         Tax Filings.
Each Borrower and each other Borrower Party has filed (or has obtained effective extensions for filing) all federal,
state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state
and local taxes, charges and assessments payable by each such Borrower and each other Borrower Party, respectively. Each Borrower
Party believes that its respective tax returns properly reflect the income and taxes of each such Borrower Party, for the periods
covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority
upon audit.


 


Section
5.15         Solvency.
After giving effect to the Loan, the fair saleable value of each Borrower’s assets (when considered collectively)
will, immediately following the making of the Loan, exceed such Borrower’s total liabilities (provided, however, for purposes
hereof, each Borrower’s joint liability hereunder as to portions of the Loan in excess of the Allocated Loan Amount applicable
to the Project owned by such Borrower is not considered), including subordinated, unliquidated, disputed and contingent liabilities.
No Borrower’s assets do and, immediately following the making of the Loan, will constitute unreasonably small capital to
carry out its business as conducted or as proposed to be conducted. No Borrower intends to incur Debts and Liabilities (including
contingent liabilities and other commitments) beyond its ability to pay such Debts as they mature (taking into account the timing
and amounts of cash to be received by such Borrower and the amounts to be payable on or in respect of obligations of such Borrower).
Except as expressly disclosed to Administrative Agent in writing, no petition in bankruptcy has been filed against any Borrower
Party, in the last seven (7) years, and no Borrower Party in the last seven (7) years has ever made an assignment for the benefit
of creditors or taken advantage of any insolvency act for the benefit of debtors. No Borrower Party is contemplating either the
filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of
its assets or property, and no Borrower Party has knowledge of any Person contemplating the filing of any such petition against
it.


 


Section
5.16         Full and Accurate Disclosure; No Material Adverse Change.
No statement of fact made by or on behalf of any Borrower or any other Borrower Party in this Agreement, in any of the other Loan
Documents or the Environmental Indemnity Agreement contains any untrue statement of a material fact or omits to state any material
fact necessary to make statements contained herein or therein not misleading, nor has there been any material adverse change in
any condition, fact, circumstance or event that would make the financial statements, rent rolls, reports, certificates or other
documents submitted in connection with the Loan inaccurate, incomplete or otherwise misleading in any material respect as of the
date of such statements, rent rolls, reports, certificates or other documents. There is no fact presently known to any Borrower
Party which has not been disclosed to Administrative Agent which could reasonably be expected to have a Material Adverse Effect.
All information supplied by Borrowers or any Borrower Party regarding any Collateral is accurate and complete in all material respects
as of the date of such information. All evidence of each Borrower’s and each other Borrower Party’s identity provided
to Administrative Agent and Lenders is genuine, and all related information is accurate.


 




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Section
5.17         Flood Zone. Except as
disclosed on the applicable survey delivered to Administrative Agent in connection with the closing of the Loan, no portion of
the improvements comprising any Project is located in an area identified by the Secretary of Housing and Urban Development or any
successor thereto as an area having special flood hazards pursuant to the National Federal Flood Insurance Act of 1968, the Flood
Disaster Protection Act of 1973 or the National Federal Flood Insurance Act of 1994, as amended, or any successor law, or, if located
within any such area, Borrowers have obtained and will maintain the insurance prescribed in Section 3.1 hereof.


 


Section
5.18         Single Purpose Entity/Separateness. Each
Borrower represents, warrants and covenants, from and after the Closing Date for so long as any obligation under the Loan Documents
remains outstanding, as follows:


 


(a)         
 Limited Purpose. The sole purpose conducted or promoted by each Borrower is to engage in the
following activities:


 


(i)          to
acquire, own, hold, lease, operate, manage, maintain, develop and improve the applicable Project (or an undivided interest therein)
and to contract for the operation, maintenance, management and development of the applicable Project;


 


(ii)         to
enter into and perform its obligations under the Loan Documents and Environmental Indemnity Agreement;


 


(iii)        to
sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with the
applicable Project to the extent contemplated by or permitted under the Loan Documents; and


 


(iv)        to
engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws
of its jurisdiction of formation that are related or incidental to and necessary, convenient or advisable for the accomplishment
of the above mentioned purposes.


 


(b)          Limitations
on Debt, Actions. Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the
formation, management or operation of each Borrower, each Borrower shall not:


 


(i)           other
than with respect to the pledge of its assets to secure the debt of the other Borrowers and the obligations of Guarantor under
a Secured Hedge Agreement, guarantee any obligation of any Person, including any Affiliate of Borrower, or become obligated for
the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person;


 


(ii)          engage,
directly or indirectly, in any business other than as required or permitted to be performed under this Section 5.18;


 


(iii)        incur,
create or assume any Debt other than (A) the Loan and (B) unsecured trade payables incurred in the ordinary course of its business
that are related to the ownership and operation of the applicable Project and which shall (x) not exceed two percent (2%) of the
outstanding balance of the Loan, (y) not be evidenced by a note, and (z) be paid within the time period permitted under the terms
of the applicable vendor’s contract (or 120 days if no period is specified) (provided, however, that such periods shall not
apply with respect to any invoice that is being contested in good faith and in a timely manner by such Borrower);


 




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(iv)        make
or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrowers
may invest in those investments permitted under the Loan Documents;


 


(v)         to
the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any
of its assets outside the ordinary course of each Borrower’s business or other than in accordance with the Loan Documents;


 


(vi)        buy
or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities);


 


(vii)       form,
acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest
in any other entity;


 


(viii)      own
any asset or property other than the applicable Project (or an undivided interest therein) and incidental personal property necessary
for the ownership or operation of the applicable Project; or


 


(ix)         take
any Material Action without the approval required under the applicable Borrower’s Formation Documents.


 


(c)          Separateness
Covenants. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation with
any Affiliate of any Borrower, each Borrower represents, warrants and covenants that in the conduct of its operations since its
organization it has observed, and covenants that it will continue to observe, the following covenants:


 


(i)          maintain
books and records and bank accounts separate from those of any other Person;


 


(ii)         maintain
its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets and shall not commingle
its assets or funds with those of any other Person;


 


(iii)        do
all things reasonably necessary to observe organizational formalities necessary to maintain its separate existence;


 


(iv)        hold
itself out to creditors and the public as a legal entity separate and distinct from any other entity;


 




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(v)         maintain
separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have
its assets listed on any financial statement of any other Person; except that each Borrower’s assets may be included in a
consolidated financial statement of its Affiliate;


 


(vi)        other
than with respect to the consolidated tax return of its Affiliates, and other than with respect to a “disregarded entity”
(whose income is reported on the tax return of its owner), prepare and file its own tax returns separate from those of any Person
to the extent required by Requirements of Law, and pay any taxes required to be paid by Requirements of Law;


 


(vii)       allocate
and charge fairly and reasonably any common employee or overhead shared with Affiliates, constituents, or owners, or any guarantors
of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared
office space and for services performed by any employee of an Affiliate;


 


(viii)      not
enter into any transaction with any Person owned or controlled by an Affiliate of Borrowers except on an arm’s-length basis
on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant
to written, enforceable agreements;


 


(ix)         not
commingle its assets or funds with those of any other Person other than as required or permitted by this Agreement;


 


(x)          except
as otherwise provided in this Agreement or in any other Loan Documents, not assume, guarantee or pay the debts or obligations of
any other Person other than with respect to the pledge of its assets to secure the debt of the other Borrowers;


 


(xi)         correct
any known misunderstanding as to its separate identity;


 


(xii)        not
permit any Affiliate of Borrowers to guarantee or pay its obligations (other than the co-Borrowers and the guarantees and indemnities
set forth in the Loan Documents and in the Environmental Indemnity Agreement);


 


(xiii)       not
make loans or advances to any other Person;


 


(xiv)      pay
its liabilities and expenses out of and to the extent of its own funds so long as there is available cash flow from the applicable
Project and provided, however, that the foregoing shall not require any owners of any Borrower to make additional capital contributions
to any Borrower;


 


(xv)       pay
the salaries of its own employees, if any, only from its own funds;


 


(xvi)      maintain
adequate capital in light of its contemplated business purpose, transactions and liabilities (to the extent there exists sufficient
cash flow from the applicable Individual Property to do so); provided, however, that the foregoing shall not require any equity
owner to make additional capital contributions to any Borrower;


 




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(xvii)     cause
the managers, officers, employees, agents and other representatives of each Borrower to act at all times with respect to such Borrower
consistently and in furtherance of the foregoing and in the best interests of such Borrower;


 


(xviii)    except
as expressly provided in the Loan Agreement or in the other Loan Documents, not have any obligation to, and will not, indemnify
its partners, officers, directors or members, as the case may be, unless such an obligation is fully subordinated to the Indebtedness
and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Indebtedness
is insufficient to pay such obligation; and


 


(xix)       except
as otherwise provided in this Agreement or in any other Loan Documents, not pledge its assets for the benefit of any other Person
other than to Administrative Agent and Lenders in connection with the Loan.


 


Failure of any Borrower
to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of
such Borrower as a separate legal entity.


 


Section
5.19       Compliance with International Trade Control Laws and OFAC Regulations.
Each Borrower represents, warrants and covenants to Administrative Agent and Lenders that: 


 


(a)          No
Borrower Party and no Person who owns a direct interest in any Borrower is now nor shall be at any time until after the Loan is
fully repaid, a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the
type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published
by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked
Persons) or otherwise.


 


(b)          Each
Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will
cause each other Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) in all material
respects with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by OFAC and all applicable
Anti-Money Laundering Laws.


 


Section
5.20         Borrowers’ Funds.
Each Borrower represents, warrants and covenants to each Lender and Administrative Agent that: 


 


(a)          It
has taken, and shall continue to take until after the Loan is fully repaid, such measures as are required by law to verify that
the funds invested in each Borrower are derived (i) from transactions that do not violate U.S. law and, to the extent such funds
originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible
sources under U.S. law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in
which they originated.


 




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(b)          To
each Borrower’s Knowledge, no Borrower Party, nor any Person who owns a direct interest in any Borrower, nor any Person providing
funds to any Borrower (excluding Administrative Agent, Lenders and public shareholders of REIT) (i) is under investigation by any
Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities,
any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering
Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; and (iii) has had any of its/his/her
funds seized or forfeited in any action under any Anti-Money Laundering Laws.


 


(c)          Borrowers
shall make payments on the Loan using funds invested in Borrowers, rental payments or other ordinary course payments received by
Borrowers or insurance proceeds unless otherwise agreed to by Administrative Agent.


 


(d)          To
Borrowers’ Knowledge, prior to and as of the Closing Date and at all times during the term of the Loan, all revenues arising
from the Projects are and will be derived from lawful business activities of Tenants and Operators of the Projects or other permissible
sources under U.S. law. On the Maturity Date, Borrowers will take reasonable steps to verify that funds used to repay the Loan
in full (whether in connection with a refinancing, asset sale or otherwise) are from sources permissible under U.S. law and to
the extent such funds originate outside the United States, permissible under the laws of the jurisdiction in which they originated.


 


(e)          Each
Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will
cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with the Office of Foreign
Assets Control sanctions and regulations promulgated under the authority granted by the Trading with the Enemy Act (“TWEA”),
50 U.S.C. App. Section 1 et seq. and the International Emergency Economic Powers Act (“IEEPA”),
50 U.S.C. Section 1701 et seq., as the TWEA and the IEEPA may apply to such Borrower’s activities;


 


(f)          Each
Borrower Party and Person who owns a direct interest in any Borrower is now, and each Borrower will remain in compliance (and will
cause each Borrower Party and Person who owns a direct interest in any Borrower to remain in compliance) with (i) the Patriot Act
and all rules and regulations promulgated under the Patriot Act applicable to Borrowers and (ii) other federal or state laws relating
to “know your customer” and other anti-money laundering rules and regulations; and


 




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(g)          Each
Borrower Party and Person who owns a direct interest in any Borrower (i) is not now, nor has ever been, under investigation by
any Governmental Authority for, nor has been charged with or convicted for a crime under, 18 U.S.C. Sections 1956 or 1957 or any
predicate offense thereunder, or a violation of the Bank Secrecy Act; (ii) has never been assessed a civil penalty under any Anti-Money
Laundering Laws or predicate offenses thereunder; (iii) has not had any of its funds seized, frozen or forfeited in any action
relating to any Anti-Money Laundering Laws or predicate offenses thereunder; (iv) has taken such steps and implemented such policies
as are reasonably necessary to ensure that such party is not promoting, facilitating or otherwise furthering, intentionally or
unintentionally, the transfer, deposit or withdrawal of criminally derived property, or of money or monetary instruments which
are (or which such party suspects or has reason to believe are) the proceeds of any illegal activity or which are intended to be
used to promote or further any illegal activity; and (v) has taken such steps and implemented such policies as are reasonably necessary
to ensure that such party is in compliance with all laws and regulations applicable to its business for the prevention of money
laundering and with anti-terrorism laws and regulations, with respect both to the source of funds from its investors and from its
operations, and that such steps include the development and implementation of an anti-money laundering compliance program within
the meaning of Section 352 of the Patriot Act, to the extent any such party is required to develop such a programs under the rules
and regulations promulgated pursuant to Section 352 of the Patriot Act.


 


Section
5.21         Management Agreements.
A true, correct and complete copy of each Management Agreement, together with all amendments thereto, has been delivered to Administrative
Agent; and the Management Agreement and all amendments thereto are in full force and effect as of the Closing Date.


 


Section
5.22         Physical Condition. Except
as specifically set forth in the Property Condition Reports, to each Borrower’s Knowledge, (a) the Projects, including, without
limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems,
fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems
and all structural components located thereon, are in good condition, order and repair in all material respects; subject to ordinary
wear and tear; and (b) there exists no structural or other material defects or damages in the Projects. No Borrower has received
written notice from any insurance company or bonding company of any defects in any Project, or any part thereof, which would adversely
affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination
or threatened termination of any policy of insurance or bond.


 


Section
5.23         No Change in Facts or Circumstances; Disclosure.
There has been no material adverse change in any condition, fact, circumstance or event that would make the most recently delivered
financial statements, rent rolls, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete
or otherwise (when taken as a whole) misleading in any material respect or that otherwise materially and adversely affects the
business operations or the financial condition of Borrowers or the Projects.


 


Section
5.24         Healthcare Representations.
Each Borrower represents and warrants to Administrative Agent and Lenders that:


 


(a)          (i)
Each Project is being operated as a memory care, assisted living or similarly designated senior living facility having the number
of Residential Units as set forth on Exhibits A-1 through A-23 attached hereto, (ii) each Project is in conformance
in all material respects with all insurance, reimbursement, and cost reporting requirements, and, if applicable, has or has applied
for a current provider agreement that is, or will be, in full force and effect under Medicare and Medicaid, and (iii) each Project
is in compliance with all applicable Requirements of Law, except, in each case, where the failure to be in compliance would not
have a Material Adverse Effect. With respect to each Project, there is no threatened in writing, existing or pending revocation,
suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any third-party payor, including Medicare,
Medicaid, Blue Cross, Blue Shield or any other private commercial insurance managed care and employee assistance program listed
on Schedule 5.24(a) (such programs, the “Third-Party Payor Programs”), to which any Borrower or
any Operator may presently be subject with respect to any Project that would be reasonably likely to have a Material Adverse Effect.


 




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(b)          All
Primary Licenses necessary for using and operating the Projects for the uses described in clause (a), above, are listed on Schedule
5.24(b), are either held by, or will be held by the applicable Borrower, or the applicable Operator, as required under applicable
Law, and are in full force and effect, unless failure to have same would not be reasonably likely to have a Material Adverse Effect.


 


(c)          To
Borrowers’ Knowledge and except as set forth on Schedule 5.24(c) hereof, with respect to any Project, there are no
inquiries, investigations, probes, audits or proceedings by any Governmental Authority or notices thereof, or any other third party
or any patient, employee or resident (including, but not limited to, whistleblower suits, or suits brought pursuant to federal
or state “false claims acts” and Medicaid, Medicare or state fraud and/or abuse laws) that are reasonably likely directly
or indirectly, or with the passage of time (i) to have a Material Adverse Effect on Operators’ ability to accept and/or retain
patients or residents or operate such Project for its current use or result in the imposition of a fine, a sanction, a lower rate
certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result
in the transfer, suspension, revocation or imposition of probationary use of any of the Primary Licenses, (iii) to affect
any Operator’s continued participation in the Medicaid or Medicare programs or any other Third-Party Payor Programs, or any
successor programs thereto, or (iv) result in any other civil or criminal penalty or remedy, or which could result in the appointment
of a receiver, all except to the extent same would not be reasonably likely to have a Material Adverse Effect.


 


(d)          Except
as set forth on Schedule 5.24(d), no Project has received a notice of violation at a level that under applicable Law requires
the immediate or accelerated filing of a plan of corrections, and no statement of charges or deficiencies has been made or penalty
enforcement action has been undertaken against any Project, no Operator currently has outstanding any violation with respect to
the Project, and no statement of charges or deficiencies has been made or penalty enforcement action has been undertaken each that
remain outstanding against any Project, any Operator with respect to the Project or, to Borrowers’ Knowledge, against any
officer, director, partner, member or stockholder of any Operator, by any Governmental Authority in each case that would be reasonably
expected to result in a Material Adverse Effect, and there have been no violations threatened against any Project’s, or any
Operator’s certification for participation in Medicare or Medicaid or the other Third-Party Payor Programs that remain open
or unanswered except to the extent same would not be reasonably likely to have a Material Adverse Effect.


 


(e)          No
current, pending or outstanding Third-Party Payor Programs reimbursement audits, appeals or recoupment efforts are actually pending
at any Project, and there are no years that are subject to an open audit in respect of any Third-Party Payor Program that would,
in each case, adversely affect any Operator, other than customary audit rights pursuant to Medicare/Medicaid/TRICARE programs or
other Approved Insurer’s programs that would not materially adversely affect Operators or Borrowers.


 




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(f)          Neither
Borrowers nor Operating Tenants have received federal funds authorized under the Hill-Burton Act (42 U.S.C. 291, et seq.),
as it may be amended.


 


(g)          With
respect to any Project, the patient and resident care agreements are in compliance with Healthcare Laws except to the extent that
such failure would not be reasonably likely to have a Material Adverse Effect.


 


(h)          There
exist no Healthcare Investigations affecting any Project that could reasonably be expected to result in a Material Adverse Effect.


 


ARTICLE
6


 


FINANCIAL REPORTING


 


Section
6.1           Financial Statements.
Borrowers shall furnish to Administrative Agent and shall cause each other Borrower Party to furnish to Administrative Agent such
financial statements and other financial information as required pursuant to this Article 6 and such other financial information
as Administrative Agent may reasonably request from time to time. All such financial statements shall accurately and fairly present
the results of operations and the financial condition of Borrowers and their subsidiaries on a consolidated basis at the dates
and for the period indicated, shall be in scope and detail reasonably satisfactory to Administrative Agent and shall be otherwise
sufficient to permit Administrative Agent and Lenders to calculate or verify Borrowers’ compliance with the financial covenants
in Section 7.13. All financial statements shall be delivered in Excel format.


 


(a)          Financial
Information. In furtherance of the foregoing, Borrowers will furnish to Administrative Agent (or cause to be furnished
to Administrative Agent) the following financial information and reports with respect to each Borrower Party and/or each Project,
in each case in form and format and providing information reasonably satisfactory to Administrative Agent in its reasonable discretion:


 


(i)          within
fifty (50) days after the end of each calendar month, (A) internally prepared monthly financial statements (including income statements
and balance sheets) prepared for Borrowers and each Project which fairly present the financial condition for Borrowers and each
Project for such period and year-to-date and (B) a current rent roll or Census Report which includes a schedule showing payor mix
in respect of Third Party Payor Programs for each Project;


 


(ii)         within
fifty (50) days after the end of each calendar quarter, (A) a detailed operating statement (showing quarterly activity and year-to-date)
stating operating revenues, operating expenses and operating income, income statement, and balance sheet for the calendar quarter
just ended and year-to-date for each Project and information sufficient to confirm that the Debt Yield and Debt Service Coverage
covenants set forth in Section 7.13 have been satisfied for the applicable calendar quarter, and (B) a current rent roll
or Census Report which includes a schedule showing payor mix in respect of Third Party Payor Programs;


 




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(iii)        within
sixty (60) days after the end of each fiscal year, internally prepared annual financial statements prepared for each Borrower in
accordance with GAAP (except that it shall be acceptable for such financial statements not to contain footnotes and year-end adjustments)
and based on an accrual basis of accounting consistent with industry standards;


 


(iv)        within
ninety-five (95) days after the end of each fiscal year, annual consolidated audited financial statements prepared for Borrowers,
each Guarantor and REIT in accordance with GAAP and prepared by a firm of independent public accountants reasonably satisfactory
to Administrative Agent, it being acknowledged by Agent that KPMG US LLP shall be deemed satisfactory;


 


(v)         within
fifty (50) days after the end of each calendar quarter, internally prepared quarterly financial statements (including income statements
and balance sheets) prepared for Borrowers and each Guarantor which fairly present the financial condition for Borrowers and each
Guarantor for such period;


 


(vi)        upon
request by Administrative Agent, copies of all cost reports and rate letters filed with Medicaid or any other Third Party Payor
by each Operator to the extent received by Borrowers from such Operator after the Closing Date;


 


(vii)       copies
of state and local health inspection and regulatory surveys (showing violations at a G-Level or higher) and all complaint surveys,
to be provided within twenty-five (25) days after the completion of such surveys; and


 


(viii)      such
additional information, reports or statements regarding Borrowers, the Projects and each Guarantor as Administrative Agent may
from time to time reasonably request.


 


All property related financial statements
will contain the requested information on a Project by Project basis, as well as a consolidated basis.


 


(b)          Certification
of Financial Statements. Each financial statement provided hereunder shall be certified by the chief financial representative
of Borrowers. Borrowers will maintain a system of accounting established and administered in accordance with sound business practices
to (i) permit preparation of financial statements on an accrual basis consistent with industry standards and substantially in accordance
with GAAP, and (ii) provide the information required to be delivered to Administrative Agent hereunder.


 


(c)          Additional
Reports. Borrowers shall deliver to Administrative Agent the following additional reports:


 




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(i)          from
time to time, if any Lender determines that obtaining appraisals is necessary in order for such Lender to comply with applicable
Requirements of Law (including any appraisals required to comply with FIRREA), Borrowers shall furnish to Administrative Agent
appraisal reports in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current
fair market value of each Project; provided, however, that such report shall not be required more frequently than once during the
term of the Loan unless (A) an Event of Default exists or (B) any Lender is required to obtain such report under Requirements of
Law more frequently than once during the term of the Loan;


 


(ii)         within
thirty (30) days following the request of Administrative Agent, a description of the type and amount of all capital expenditures
at the Projects during the prior calendar year;


 


(iii)        within
thirty (30) days following the request by Administrative Agent, evidence satisfactory to Administrative Agent that all federal
and state taxes, including, without limitation, payroll taxes, that are due have been paid in full by each Borrower, and each other
Borrower Party, to be delivered to Administrative Agent (A) with respect to federal and state taxes (other than payroll taxes),
within ten (10) days after the required filing date of the applicable tax return and (B) with respect to payroll taxes, within
thirty (30) days following the end of each calendar quarter;


 


(iv)        to
the extent requested by Administrative Agent, copies of the regular monthly bank statements of Borrowers; and


 


(v)         if
requested by Administrative Agent (which in the absence of a Potential Default or Event of Default shall not be made more than
once each calendar year), a summary report listing non-residential Tenants and Operating Tenants and square footage occupied by
such Tenants and Operating Tenants within fifteen (15) days after such request.


 


Section
6.2           Compliance Certificate.
Within fifty (50) days after the end of each calendar quarter, Borrowers shall deliver and shall cause Guarantor to deliver such
financial reports and information as Administrative Agent shall reasonably require evidencing compliance with the Guarantor’s
financial covenants as set forth in the Guaranty, together with a fully completed Compliance Certificate executed by an officer
of Borrowers (or of their managing member or general partner), and, if requested by Administrative Agent, back-up documentation
as Administrative Agent shall reasonably require evidencing such compliance.


 


Section
6.3           Accounting Principles.
All financial statements shall be prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Administrative
Agent). Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants
contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159
(or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.


 


Section
6.4           Access. Borrowers shall permit Administrative
Agent and any Lender to examine such records, books and papers of Borrowers which reflect upon its financial condition and the
income and expenses of the Projects. In the event that Borrowers fail to timely forward the financial statements required by Section
6.1 and such failure continues for thirty (30) days after written notice of such failure, Administrative Agent shall have
the right to audit such records, books and papers at Borrowers’ expense.


 




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Section
6.5           Annual Budget.
Not later than January 31 of each calendar year, Borrowers will provide to Administrative Agent Borrowers’ proposed annual
operating and capital improvements budget for the Projects for such calendar year.


 


Section
6.6           Books and Records/Audits.
Borrowers shall keep and maintain or cause to be kept and maintained at all times at the Projects, or such other place as Administrative
Agent may reasonably approve in writing, complete and accurate books of accounts and records adequate to reflect the results of
the operation of the Projects and to provide the financial statements required to be provided to Administrative Agent pursuant
to Section 6.1 above and copies of all written contracts, material correspondence, and other material documents affecting
the Projects. Administrative Agent and its designated agents shall have the right to inspect and copy any of the foregoing. Additionally,
if an Event of Default exists or if Administrative Agent or any Lender has a reasonable basis to believe that Borrowers’
records are materially inaccurate, Administrative Agent and each Lender may conduct a joint audit and determine, in such Person’s
reasonable discretion, the accuracy of Borrowers’ records and computations, such audit to be at Borrowers’ expense.


 


Section
6.7           Borrower Representative.


 


(a)          Each
of the entities comprising Borrowers hereby irrevocably appoints and constitutes Sponsor as its agent (“Borrower Representative”)
to act on behalf of each such entity pursuant to this Agreement and the other Loan Documents in the name or on behalf of each such
Borrower.


 


(b)          Each
of the entities comprising Borrowers hereby irrevocably appoints and constitutes Borrower Representative as its agent to give or
receive statements of account and all other notices from or to Administrative Agent with respect to the Obligations or otherwise
under or in connection with this Agreement and the other Loan Documents.


 


(c)          No
purported termination of the appointment of Borrower Representative as agent for Borrowers shall be effective without the prior
written consent of Administrative Agent.


 


ARTICLE
7


 


COVENANTS


 


Each Borrower covenants
and agrees with each Lender and Administrative Agent as follows:


 




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Section
7.1           Transfers or Encumbrance of Property.


 


(a)          No
Borrower shall cause or permit a Transfer of its fee or leasehold interest (as applicable) in any Project or any part thereof or
any legal or beneficial interest therein nor permit a Transfer of an interest in any Borrower Party (in each case, a “Prohibited
Transfer”) without the prior written consent of Administrative Agent and Required Lenders, other than pursuant to
Leases of space in the improvements to Tenants and Operating Tenants (or other occupants as applicable) in accordance with the
provisions of Article 4 or other than a Partial Release in accordance with Section 2.18 hereof; provided, however,
that involuntary liens being contested pursuant to Section 11.14, and the Permitted Exceptions (such liens together with
the Permitted Exceptions, collectively, the “Permitted Encumbrances”) shall not constitute Prohibited
Transfers hereunder.


 


(b)          A
Prohibited Transfer shall include, but not be limited to, (i) an installment sale agreement wherein any Borrower agrees to sell
its Project or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower leasing all or a substantial
part of its Project for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or
the grant of a security interest in, any Borrower’s right, title and interest in and to any leases or any rents; (iii) if
a Borrower Party is a corporation, any merger, consolidation or Transfer of such corporation’s stock or the creation or issuance
of new stock in one or a series of transactions; (iv) if a Borrower Party is a limited or general partnership or joint venture,
any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership
interest of any general or limited partner or any profits or proceeds relating to such partnership interests (but not including
distributions or dividends) or the creation or issuance of new partnership interests; (v) if a Borrower Party is a limited liability
company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager
(or if no managing member, any member) or the Transfer of the membership interest of any member; or (vi) if a Borrower Party is
a trust or nominee trust, any merger, consolidation or the Transfer of the legal or beneficial interest in a Borrower Party or
the creation or issuance of new legal or beneficial interests.


 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, including, without limitation, Sections 7.1(a) and (b) above,
or the other Loan Documents, (i) any Transfer that does not result in a Change of Control shall not be deemed to be a Prohibited
Transfer, and (ii) any Permitted Transfer shall not be deemed to be a Prohibited Transfer and, in the case of clauses (b) and (c)
of the definition of Permitted Transfer only, shall not be deemed to result in a Change of Control; provided, further, (A) Borrowers
shall give Administrative Agent thirty (30) days’ prior written notice of such Transfer pursuant to clause (a) of the definition
of Permitted Transfer or, with respect to clause (c) of the definition of Permitted Transfer, as soon as practicable, and (B) in
any event, Administrative Agent shall have received KYC searches with respect to any Person that will, as a result of the Transfer,
own twenty (20%) or more of the direct or indirect legal or beneficial ownership interests in Borrowers, with results reasonably
acceptable to Administrative Agent. All expenses, if any, incurred by Administrative Agent and Lenders in connection with a Permitted
Transfer or a request for a consent to a Prohibited Transfer, whether or not the Required Lenders consent to the Prohibited Transfer,
shall be payable by Borrowers. Neither Administrative Agent nor any Lender shall be required to demonstrate any actual impairment
of its security or any increased risk of default hereunder in order to declare the Indebtedness immediately due and payable upon
a Prohibited Transfer made without Required Lenders’ consent. This provision shall apply to each and every Prohibited Transfer,
whether or not the Required Lenders have consented to any previous Prohibited Transfer.


 




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Section
7.2           Taxes and Utility Charges. Except
to the extent sums sufficient to pay all Taxes (defined herein) have been previously deposited with Administrative Agent as part
of the Tax Impound and subject to Borrowers’ right to contest in accordance with Section 11.14 hereof, Borrowers
shall pay before any fine, penalty, interest or cost may be added thereto, and shall not enter into any agreement to defer, any
real estate taxes and assessments, franchise taxes and charges, and other similar governmental charges or other Taxes of any kind
assessed against a Project or a Borrower that may become a Lien upon the Projects or become payable during the term of the Loan.
Borrowers’ compliance with Section 3.5 of this Agreement relating to impounds for Taxes shall, with respect to payment
of such Taxes, be deemed compliance with this Section 7.2. Borrowers shall not suffer or permit the joint assessment of
any Project with any other real property constituting a separate tax lot or with any other real or personal property. Borrowers
shall promptly pay for all common area utility services provided to the Projects.


 


Section
7.3           Management.


 


(a)          Borrowers
acknowledge that the Lenders are making the Loan, in part, based upon the operational expertise of each Property Manager, and each
Operator. None of the Borrowers shall permit the surrender, termination, expiration, cancellation or modification or amendment
in any material respect of the Management Agreements, or to enter into any other agreement relating to the management or operation
of any Project with any Property Manager or any other Person, or consent to the assignment by any Property Manager of its interest
under any Management Agreement, in each case without the express written consent of Administrative Agent, which consent shall not
be unreasonably withheld, conditioned or delayed and shall be based upon Administrative Agent’s evaluation of the proposed
substitute manager’s financial condition, credit history and creditworthiness, experience in operating and managing properties
similar to the Projects, performance and compliance history in connection with healthcare facilities, reputation for honesty and
integrity and prior experience with Administrative Agent and the Lenders. If at any time Administrative Agent consents to the appointment
of a new Property Manager, the Management Agreement to which such Property Manager is party shall be in form and substance reasonably
acceptable to Administrative Agent (provided that the form of current Management Agreements shall be deemed acceptable hereunder),
and such new Property Manager and Borrowers shall, as a condition of Administrative Agent’s consent, execute a Collateral
Assignment of Management Agreement in form and substance similar to the Collateral Assignment of Management Agreement executed
by the applicable Property Manager as of the Closing Date. Any change in the majority ownership or Control of any Property Manager
shall be cause for Administrative Agent to re-approve such Property Manager. Each Property Manager shall hold and maintain all
necessary Permits and Operating Tenants shall hold and maintain all necessary Primary Licenses required by Requirements of Law
to operate and manage the applicable Projects.


 


(b)          Borrowers
shall use commercially reasonable efforts to cause each Operating Tenant to enforce the obligation of each Property Manager to
manage the Projects for which it is the Property Manager in accordance with the applicable Management Agreement. Borrowers shall
cause each Operating Tenant to (i) diligently perform and observe in all material respects all of the terms, covenants and
conditions of the Management Agreements on the part of Operating Tenant to be performed and observed, (ii) promptly notify
Administrative Agent of any notice received by Operators of any default by any Operator in the performance or observance of any
of the material terms, covenants or conditions of the Management Agreements on the part of the Operators, to be performed and observed,
and (iii) promptly upon request by Administrative Agent, deliver to Administrative Agent a copy of each financial statement,
business plan, capital expenditures plan, report and estimate received by it under the Management Agreements.


 




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(c)          Administrative
Agent shall have the right to require Borrowers to replace a Property Manager with a Person which is not an Affiliate of, but is
chosen by, Borrowers (if the removal is pursuant to clause (b) below) or Operating Tenant (if the removal is pursuant to clause
(b) below), as applicable, and approved by Administrative Agent, such approval not to be unreasonably withheld or delayed, upon
the occurrence of anyone or more of the following events: (a) at any time following the occurrence and continuance of an Event
of Default and/or (b) if any Property Manager shall be in default under any Management Agreement beyond any applicable notice and
cure period, which default has an adverse effect on the use or operation of a Project, or if at any time any Property Manager has
engaged in gross negligence, fraud or willful misconduct or if at any time any Property Manager is insolvent or a debtor in a bankruptcy
proceeding. Notwithstanding the foregoing, Administrative Agent at its reasonable discretion, may elect not to enforce the removal
of the Property Manager pursuant to the preceding clause (a) if the Event of Default is not material (as determined in Administrative
Agent’s reasonable discretion).


 


Section
7.4           Operation; Maintenance; Inspection.
Borrowers shall observe and comply with all legal requirements applicable to the ownership, use and operation of the Projects.
Borrowers shall maintain the Projects in good condition and promptly repair any damage or casualty, normal wear and tear excepted.
Borrowers shall permit Administrative Agent, Lenders and their agents, representatives and employees, upon reasonable prior notice
to Borrowers, to inspect the Projects and conduct such environmental and engineering studies as Administrative Agent may require,
provided such inspections and studies do not materially interfere with the use and operation of the Projects.


 


Section
7.5           Taxes on Security.
Borrowers shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the
Note or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Administrative
Agent or any Lender. If there shall be enacted any law (a) deducting the Loan from the value of any Project for the purpose of
taxation, (b) affecting any Lien on the Projects, or (c) changing existing laws of taxation of mortgages, deeds of trust, security
deeds, or debts secured by real property, or changing the manner of collecting any such taxes, Borrowers shall promptly pay to
Administrative Agent, on demand, all taxes, costs and charges for which Administrative Agent or any Lender is actually liable as
a result thereof; however, if such payment would be prohibited by law or would render the Loan usurious, then instead of collecting
such payment, Administrative Agent may declare all amounts owing under the Loan Documents to be due and payable within ninety (90)
days following receipt of such notice by Borrowers without payment of any Exit Fee.


 




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Section
7.6           Legal Existence, Name, Etc. Each
Borrower shall: (i) preserve and keep in full force and effect its existence as, and at all times operate as, a Single Purpose
Entity, and (ii) shall preserve and keep in full force and effect its entity status, franchises, rights and privileges under the
laws of the state of its formation, and all qualifications, licenses and permits applicable to and required for the ownership,
use and operation of the Projects. Neither any Borrower nor, except as expressly permitted by this Agreement, any general partner,
manager or managing member of any Borrower shall wind up, liquidate, dissolve, reorganize, merge, or consolidate with or into
any Person, or permit any subsidiary of any Borrower to do so. Without limiting the foregoing, no Borrower shall reincorporate
or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as
of the Closing Date. Each Borrower and each general partner, manager or managing member in each Borrower shall conduct business
only in its own name and shall not change its name, identity, state of formation, or organization type, or the County in which
its chief executive office or principal place of business unless such Borrower (a) shall have obtained the prior written consent
of Administrative Agent to such change and (b) shall have taken all actions necessary or requested by Administrative Agent to
file or amend any financing statement or continuation statement to assure perfection and continuation of perfection of security
interests under the Loan Documents.


 


Section
7.7           Further Assurances. Each Borrower
shall promptly (a) cure any defects in the execution and delivery of the Loan Documents and the Environmental Indemnity Agreement,
(b) provide, and cause each other Borrower Party to provide, Administrative Agent such additional information and documentation
on each Borrower’s and each other Borrower Party’s legal or beneficial ownership, policies, procedures, and sources
of funds as Administrative Agent deems necessary or prudent to enable Administrative Agent and each Lender to comply with Anti-Money
Laundering Laws as now in existence or hereafter amended, and (c) execute and deliver, or cause to be executed and delivered,
all such other documents, agreements and instruments as Administrative Agent may reasonably request to further evidence and more
fully describe the Collateral for the Loan, to correct any omissions in the Loan Documents or the Environmental Indemnity Agreement
to perfect, protect or preserve any liens created under any of the Loan Documents and the Environmental Indemnity Agreement, or
to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith.
Each Borrower grants Administrative Agent an irrevocable power of attorney coupled with an interest for the purpose of perfecting
any security interest in and to the Collateral for the Loan. Each Borrower grants Administrative Agent an irrevocable power of
attorney coupled with an interest for the purpose of exercising any and all rights and remedies available to Administrative Agent
and Lenders under the Loan Documents and the Environmental Indemnity Agreement, at law and in equity, including without limitation
such rights and remedies available to Administrative Agent pursuant to this Section 7.7; provided that Administrative Agent
shall have no right to exercise such power of attorney unless there shall be a continuing Event of Default under this Agreement.
From time to time upon the reasonable written request of Administrative Agent, Borrowers shall deliver to Administrative Agent
a schedule of the name, legal domicile address and jurisdiction of organization, if applicable, for each Borrower Party and each
holder of a legal interest in Borrowers.


 


Section
7.8           Estoppel Certificates Regarding Loan.
Borrowers, within ten (10) Business Days after request, shall furnish to Administrative Agent a written statement, duly acknowledged,
setting forth the amount due on the Loan, the terms of payment of the Loan, the date to which interest has been paid, whether any
offsets or defenses exist against the Loan and, if any are alleged to exist, the nature thereof in detail, and such other matters
as Administrative Agent reasonably may request.


 




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Section
7.9           Notice of Certain Events.
Borrowers shall promptly notify Administrative Agent of any written notice received by Borrowers with respect to (a) violations
of any laws, regulations, codes or ordinances which, in each case, could be expected to have a Material Adverse Effect; (b) any
material threatened or pending legal, judicial or regulatory proceedings, including any material dispute between Borrowers and
any Governmental Authority; (c) a copy of each notice of default or termination given or made to any Operator by Borrowers or received
by Borrowers from any Operator; (d) [reserved]; (e) any notice of a material Healthcare Investigation; and (f) any threatened or
pending legal, judicial or regulatory proceedings pertaining to a material Healthcare Investigation; and in the case of clauses
(a), (b), (c), (d), (e) or (f), promptly provide Administrative Agent with copies of such notices referred to therein.


 


Section
7.10         Payment for Labor and Materials. Subject to
Borrowers’ right to contest in accordance with Section 11.14 hereof, Borrowers will promptly pay or cause to be paid
when due all bills and costs for labor, materials, and specifically fabricated materials incurred by Borrower in connection with
Borrower’s fee or leasehold interest in the Projects and never permit to exist beyond the due date thereof in respect of
Borrowers’ fee or leasehold interest in any such Project, any Lien, even though inferior to the Liens hereof, and in any
event never permit to be created or exist in respect of Borrowers’ fee or leasehold interest in any such Project or any
part thereof any other or additional Lien other than the Liens hereof and except for the Permitted Exceptions; provided that nothing
herein shall limit any Borrower’s obligations under this Agreement to enforce the terms and conditions of the Leases.


 


Section
7.11         Use and Proceeds, Revenues.
Borrowers shall use the proceeds of the Loan for business purposes. No portion of the proceeds of the Loan shall be used by Borrowers
in any manner that might cause the borrowing or the application of such proceeds to violate Regulation D, Regulation T or Regulation
X or any other regulation of the Board of Governors of the Federal Reserve System or to violate the Securities Act of 1933 or the
Securities Exchange Act of 1934. No portion of the Loan will be funded or held with “plan assets” within the meaning
of Section 3(42) of ERISA if it would result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code.


 


Section
7.12         Compliance with Laws and Contractual Obligations.


 


(a)          Borrowers
will comply with and will cause Operating Tenants to comply with the Requirements of Law as are now in effect and which may be
imposed upon Borrowers or Operating Tenants or the maintenance, use or operation of the Projects or the provision of services to
the occupants of the Projects and the obligations, covenants and conditions contained in all other material contractual obligations
of Borrowers, and as they relate to the Projects. Without limitation of the foregoing, each Borrower shall cooperate with Administrative
Agent in connection with compliance with laws governing the National Federal Flood Insurance Program, including by providing any
information reasonably required by Administrative Agent in order to confirm compliance with such laws.


 


(b)          Borrowers
will obtain and maintain and will cause Operators to obtain and maintain, all Primary Licenses and Permits now held or hereafter
required to be held by Borrowers or Operators for which the loss, suspension, revocation or failure to obtain or renew, could reasonably
be expected to have a Material Adverse Effect.


 




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Section
7.13         Operating and Financial Covenants. The Projects
shall satisfy each of the following covenants as of the end of each calendar quarter (each a “Determination Date”):


 


(a)          Debt
Service Coverage. The Projects shall have achieved a Debt Service Coverage Ratio based upon the trailing six (6) full calendar
months ending on each Determination Date of at least 1.25 to 1.00 (the “Minimum Required DSC Ratio”);
provided that if on any Determination Date, ANOI for the prior 6-month period is not available, the ANOI covering any lesser
period of time will be annualized to determine compliance with this Section 7.13(a).


 


(b)          Debt
Yield. The Debt Yield as of each Determination Date (based on the trailing six (6) full calendar months ending on the Determination
Date; provided that if on any Determination Date during the first Loan Year, operating statements for the prior 6-month period
are not available, the operating statements covering any lesser period of time will be annualized to determine compliance with
this Section 7.14(b)) shall be equal to or greater than (i) prior to release of the Agency Disposition Assets in accordance with
Section 2.18, 11.00% and (ii) after the release of the Agency Disposition Assets, (x) during the first Loan Year, eight
percent (8.00%), and (y) during the second Loan Year and thereafter, nine percent (9.00%).


 


Notwithstanding anything
to the contrary herein, if as of any Determination Date, the Debt Service Coverage Ratio or Debt Yield will not satisfy the requirements
of Sections 7.13(a) or (b), Borrowers may elect, after providing notice with the delivery of the financial information
required pursuant to Section 6.1(a)(ii), to pay down the principal balance of the Loan in an amount sufficient to cause
the Debt Yield and/or Debt Service Coverage Ratio to satisfy the requirements of this Section 7.13(a) or (b), as
applicable (such paydown, “Financial Covenant Cure”), so long as (a) prior to such Determination Date, all Agency
Disposition Assets have been released from the Loan in accordance with Section 2.18 of this Agreement, (b) such Financial
Covenant Cure may not be exercised more than twice during the term of this Agreement, and (c) such Financial Covenant Cure is made
within ten (10) Business Days after the date the financial information pursuant to Section 6.1(a)(ii) is required to be
delivered pursuant to the terms thereof.


 


Section
7.14         Transactions with Affiliates.
Without the prior written consent of Administrative Agent, Borrowers shall not engage in any transaction affecting the Projects
with an Affiliate of Borrowers, except as expressly contemplated by this Agreement or otherwise on arm’s-length market terms.


 


Section
7.15         Representations and Warranties.
All of the representations and warranties in this Agreement, the other Loan Documents and the Environmental Indemnity Agreement
shall be true, correct and complete in all material respects as of the Closing Date (in each case, without duplication of any materiality
qualifier contained therein), except to the extent that such representation or warranty expressly relates to an earlier date (in
which event such representations and warranties were true and correct in all material respects (without duplication of any materiality
qualifier contained therein) as of such earlier date.


 




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Section
7.16         Alterations. Without
the prior written consent of Administrative Agent, Borrowers shall not make any alteration to any Individual Project (except tenant
improvements under any lease approved by Administrative Agent by Administrative Agent under the terms of this Agreement or as may
be required in an emergency) (a) that affects the structural components of the Projects, utilities, HVAC or the exterior of the
Projects, (b) that are reasonably likely to cause a Material Adverse Change or (c) the cost of which (including any related alteration,
improvement or replacement) is reasonably anticipated to exceed the Restoration Threshold, which approval may not be unreasonably
withheld or delayed.


 


Section
7.17         Business and Operations.
Borrowers will continue to engage only in the businesses currently conducted by them on the date hereof, as and to the extent the
same are necessary for the ownership and leasing of the Projects. Borrowers shall at all times cause the Projects to be maintained
in accordance with the Projects’ use as senior housing and healthcare facilities.


 


Section
7.18         Severability of Covenants.
Any representations, warranties or covenants made by Borrowers regarding such entities or their Affiliates (as contrasted with
the Projects) shall be deemed to have been made solely on behalf of such entity, and Borrowers shall not be deemed to be making
such representations or covenants or warranties regarding any other entity.


 


Section
7.19         Healthcare Covenants.


 


(a)          Without
limiting the generality of any other provision of this Agreement, each Borrower and Operators and their employees and contractors
(other than contracted agencies) in the exercise of their duties on behalf of Borrowers or any Operator (with respect to its
operation of the Projects) shall be in compliance in all material respects with all applicable Healthcare Laws. Each Borrower
and each Operator shall maintain in all material respects all records required to be maintained by any Governmental Authority or
otherwise under the Healthcare Laws.


 


(b)          If
any Borrower or Operator is or at any time becomes a “covered entity” or subject to the “Administrative Simplification”
provisions of HIPAA, then such Persons (x) will promptly undertake all necessary surveys, audits, inventories, reviews, analyses
and/or assessments (including any necessary risk assessments) of all areas of its business and operations required by HIPAA
and/or that could be adversely affected by the failure of such Person(s) to be HIPAA Compliant (as defined below); (y) will
promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”);
and (z) will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such
Person(s) are or become HIPAA Compliant. For purposes hereof, “HIPAA Compliant” shall mean that
each Borrower and each Operator, as applicable (A) is or will be in material compliance with each of the applicable requirements
of HIPAA on and as of each date that any party thereof, or any final rule or regulation thereunder, becomes effective in accordance
with its or their terms, as the case may be (each such date, a “HIPAA Compliance Date”), and (B) is
not and would not reasonably be expected to become, as of any date following any such HIPAA Compliance Date, the subject of any
civil or criminal penalty, process, claim, action or proceeding, or any administrative or other regulatory review, survey, process
or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that
could result in any of the foregoing or that could reasonably be expected to adversely affect any Borrower’s or any Operator’s
business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation
by Borrowers or any Operator of the then effective provisions of HIPAA.


 




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(c)          If
and to the extent required under applicable Requirements of Law, each Borrower and/or each Operator shall maintain in full force
and effect throughout the term of the Loan (i) all Primary Licenses, Permits and other Governmental Approvals necessary to
own and operate the Projects for the requisite number of Residential Units in the Projects, free from restrictions, and such Primary
License shall not be provisional, probationary or restricted in any manner, and (ii) a provider agreement or other required
documentation of approved provider status for each Third Party Payor Programs, if applicable. The Projects shall be operated in
a manner such that the Primary Licenses shall remain in full force and effect.


 


(d)          Neither
any Borrower nor any Operator shall do (or suffer to be done) any of the following with respect to any Project:


 


(i)          Transfer
the Primary Licenses to any location other than the Projects;


 


(ii)         Rescind,
withdraw or revoke the Primary Licenses, or otherwise amend the Primary Licenses in such a manner that results in a material adverse
effect on the rates charged or otherwise diminish or impair the nature, tenor or scope of the Primary Licenses without Administrative
Agent’s consent;


 


(iii)        Amend
or otherwise change any Project’s authorized units/beds capacity and/or the number of Residential Units to decrease by more
than five percent (5%) the number of units/beds permitted with respect to such Project under the Primary License or otherwise approved
by the State Regulator, if applicable, provided that the number of authorized units/beds capacity and/or the number of Residential
Units with respect to Agency Disposition Assets shall not be amended or changed in any respect.


 


(iv)        Replace
or transfer all or any part of any Project’s Residential Units to another site or location other than to another Project;
or


 


(v)         Voluntarily
transfer or encourage the transfer of any resident of any Project to any other facility (other than to another Project), unless
such transfer is (A) at the request of the resident, (B) for reasons relating to the health, required level of medical
care or safety of the resident to be transferred or the residents remaining at the facility or (C) as a result of the disruptive
behavior of the transferred resident that is detrimental to the facility.


 


(e)          If
Borrowers or Operators participate in any Medicare or Medicaid or other Third Party Payor Programs with respect to the Projects,
Borrowers will cause the Projects to remain in (i) material compliance with all requirements necessary for participation in Medicare
and Medicaid, including the Medicare and Medicaid Patient Protection Act of 1987, as it may be amended, and such other Third Party
Payor Programs and (ii) conformance in all material respects with all insurance, reimbursement and cost reporting requirements
under Medicare and Medicaid.


 




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(f)          Borrowers
will promptly, but no later than five (5) Business Days after receipt of any notice regarding (i) an adverse survey of a Project
resulting in an “Immediate Jeopardy” citation, or (ii) a Healthcare Investigation, provide to Administrative Agent
notice of the same and thereafter promptly provide the following information with respect thereto (to the extent applicable and
available): (A) a copy of the survey and/or a description of the Healthcare Investigation, (B) number of records requested,
(C) dates of service, (D) dollars at risk, (E) date records submitted, (F) determinations, findings, results
and denials (including number, percentage and dollar amount of claims denied, (G) additional remedies (state or federal) proposed
or imposed (including, civil money penalties, denial of payment for new admissions, administrative state penalties or any termination
of a Third Party Payor Program, (H) status update, including appeals, and (I) any other pertinent information related
thereto. In addition, Borrowers will provide notice to Administrative Agent of the imposition of any type of restrictions or suspensions
on any Primary License or the evacuation of residents from any Project for 24 hours or more, in each case within five (5) Business
Days following such event.


 


Section
7.20         Cooperation Regarding Primary Licenses and Permits
From time to time, upon the request of Administrative Agent, if an Event of Default is continuing hereunder and to the
extent permitted by applicable Requirements of Law, Borrowers shall, and shall cause Operators to, complete, execute and deliver
to Administrative Agent any applications, notices, documentation, and other information necessary, in Administrative Agent’s
judgment, to permit Administrative Agent or its designee (including a receiver) to obtain, maintain or renew any one or more
of the Primary Licenses for the Projects (or to become the owner of the existing Primary Licenses for the Projects) and to
the extent permitted by applicable Requirements of Law, to obtain any other provider agreements or Governmental Approvals then
necessary or desirable for the operation of the Projects by Administrative Agent or its designee for their current use (including
any applications for change of ownership of the existing Primary Licenses or change of control of the owner of the existing Primary
Licenses). To the extent not prohibited by applicable Requirements of Law, (i) Administrative Agent is hereby authorized
(without the consent of Borrowers or Operators but with notice) to submit any such applications, notices, documentation or
other information which Borrowers caused to be delivered to Administrative Agent in accordance with the immediately preceding
sentence to the applicable Governmental Authorities, or, in connection with the foregoing, to take such other steps as Administrative
Agent may deem advisable to obtain, maintain or renew any Primary License or Permits or other Governmental Approvals in connection
with the operation of the Projects for their current use, and Borrowers agree to cooperate and to cause Operators to cooperate
with Administrative Agent in connection with the same and (ii) Borrowers, upon demand by Administrative Agent, shall take
any action and cause Operators to take any action necessary or desirable, in Administrative Agent’s sole judgment, to permit
Administrative Agent or its designee (including a receiver) to use, operate and maintain the Projects for its current use
after written notice. If Borrowers fail promptly to comply with the provisions of this Section 7.20 for any reason
whatsoever, Borrowers hereby (to the extent not prohibited by applicable Requirements of Law) irrevocably appoint Administrative
Agent and its designee as Borrowers’ attorney-in-fact, with full power of substitution, to take any action and execute any
documents and instruments necessary or desirable in Administrative Agent’s sole judgment to permit Administrative Agent
or its designee to undertake Borrowers’ obligations under this Section 7.20, including obtaining any Primary
Licenses or Governmental Approvals then required for the operation of the Projects by Administrative Agent or its designee for
their current uses. The foregoing power of attorney is coupled with an interest and is irrevocable and Administrative Agent may
exercise its rights thereunder in addition to any other remedies which Administrative Agent may have against Borrowers or any
other Borrower Party as a result of Borrowers’ breach of the obligations contained in this Section 7.20.


 




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Section
7.21        Required Repairs and Post Closing Obligations.
Borrowers shall provide evidence reasonably satisfactory to Administrative Agent that the Required Repairs have been completed
within the time periods set forth on Schedule 11.37, as the case may be, as may be extended, if at all, in
Administrative Agent’s discretion, all of which shall be performed in a manner reasonably satisfactory to Administrative
Agent and in accordance with all Requirements of Law and shall be subject to inspection by Administrative Agent (at Administrative
Agent’s option) during reasonable business hours upon reasonable advance written notice. Borrowers shall also satisfy the
Post Closing Obligations within the time periods set forth on Schedule 11.37.


 


ARTICLE
8


 


EVENTS OF DEFAULT


 


Each of the following
shall constitute an “Event of Default” hereunder and under the Loan:


 


Section
8.1           Payments.
Failure of Borrowers to pay any regularly scheduled installment of principal, interest or other amount due under the Loan Documents
within five (5) days after the date when due, or failure of Borrowers to pay the Loan at the Maturity Date, whether by acceleration
or otherwise.


 


Section
8.2           Insurance.
Borrowers’ failure to maintain insurance as required under Section 3.1 of this Agreement.


 


Section
8.3           Prohibited Transfer.
A Prohibited Transfer occurs, in violation of this Agreement.


 


Section
8.4           Covenants. Subject to any shorter
period for curing any failure by Borrowers as specified in any of the other Loan Documents or Environmental Indemnity Agreement,
Borrowers’ failure to perform, observe or comply with any of the agreements, covenants or provisions contained in this Agreement
or in any of the other Loan Documents or Environmental Indemnity Agreement (other than those agreements, covenants and provisions
referred to elsewhere in this Article 8), and the continuance of such failure for thirty (30) days after notice by Administrative
Agent to Borrower Representative; provided, however, subject to any shorter period for curing any failure by Borrowers as specified
in any of the other Loan Documents or Environmental Indemnity Agreement, Borrowers shall have an additional sixty (60) days to
cure such failure if (a) such failure does not involve the failure to make payments on a monetary obligation; (b) such failure
cannot reasonably be cured within thirty (30) days; and (c) Borrowers are diligently undertaking to cure such default. The notice
and cure provisions of this Section 8.4 do not apply to the other Events of Default described in this Article 8
or to Borrowers’ failure to perform, observe or comply with any of the agreements, covenants or provisions referenced elsewhere
in this Article 8 (for which no notice and cure period shall apply).


 




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Section
8.5           Representations and Warranties.
Any representation or warranty made in any Loan Document, the Environmental Indemnity Agreement or any Compliance Certificate proves
to be untrue in any material respect when made.


 


Section
8.6           Other Encumbrances.
Any material default by any Borrower under any material document or instrument, other than the Loan Documents, evidencing or creating
a Lien on any Project or any part thereof, is not cured within any applicable grace or cure period therein.


 


Section
8.7           Collateral.
Administrative Agent ceases to have a valid security interest in the Collateral or such security interest pursuant to the terms
hereof shall for any reason cease to be a perfected and first priority security interest and Borrowers fail to cooperate and consummate
the correction of such defects within ten (10) Business Days.


 


Section
8.8           Involuntary Bankruptcy or Other Proceeding.
Commencement of an involuntary case or other proceeding against any Borrower or any other Borrower Party (each, a “Bankruptcy
Party”) which seeks liquidation, reorganization or other relief with respect to it
or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeks the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any of its property, and such involuntary
case or other proceeding shall remain undismissed or unstayed for a period of ninety (90) days; or an order for relief against
a Bankruptcy Party shall be entered in any such case under the Federal Bankruptcy Code.


 


Section
8.9           Voluntary Petitions, Etc. Commencement
by a Bankruptcy Party of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to itself or its Debts or other liabilities under any bankruptcy, insolvency or other similar law or seeking the appointment of
a trustee, receiver, liquidator, custodian or other similar official for it or any of its property, or consent by a Bankruptcy
Party to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or the making by a Bankruptcy Party of a general assignment for the benefit of creditors, or the failure
by a Bankruptcy Party, or the admission by a Bankruptcy Party in writing of its inability, to pay its debts generally as they become
due, or any action by a Bankruptcy Party to authorize or effect any of the foregoing.


 


Section
8.10         Default Under Operators’ Agreements.
The occurrence of an event of default by Borrowers under any of the Operators’ Agreements which remains uncured beyond any
applicable grace or cure periods.


 


Section
8.11         [Reserved].


 


Section
8.12         Certain Covenants. Any Borrower’s failure
to (i) maintain its status as a Single Purpose Entity; (ii) timely deliver the Compliance Certificate and the continuance of such
failure for three (3) Business Days after notice by Administrative Agent to Borrower Representative; (iii) comply with the provisions
of Section 7.1; (iv) comply with the provisions of Section 7.13; (v) comply with the provisions of Section 7.19;
or (vi) provide Administrative Agent with ten (10) Business Days subsequent written notice of changes of the state of any Borrower’s
formation or any Borrower’s name.


 




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Section
8.13        Financial Information. Subject to Subject to
Section 8.12, Borrowers’ failure to deliver financial statements and reports as required by Article 6 and
the continuance of such failure for three (3) Business Days after notice by Administrative Agent to Borrower Representative.


 


Section
8.14        Default Under Recourse Guaranty Agreement.
The occurrence of a default under the Recourse Guaranty Agreement and such default is not cured within any grace or cure periods
provided therein.


 


Section
8.15        Criminal Act. Any Borrower
Party is convicted of a felony involving fraud or embezzlement or moral turpitude.


 


Section
8.16       Environmental Indemnity Agreement.
There shall have occurred any default under the Environmental Indemnity Agreement which remains uncured beyond any applicable
grace or cure periods available under the Environmental Indemnity Agreement.


 


Section
8.17        Required Repairs and Post Closing Obligations.
The failure to complete the Required Repairs or satisfy the Post Closing Obligations within the time periods set forth on Schedule
11.37 subject to force majeure.


 


Section
8.18        Secured Hedge Agreement.
The occurrence of a default by any Borrower Party under a Secured Hedge Agreement, if any, which remains uncured beyond any applicable
grace or cure periods provided therein.


 


Section
8.19       Admissions Restrictions.
Other than with respect to the Specified Oregon Restriction, any Governmental Authority ceases to permit new residents or tenants
to be admitted to any of the Projects or causes any of the Operators to discharge any residents or tenants from any of the Projects.



 


Section
8.20       Healthcare Investigations.
The occurrence of a Healthcare Investigation affecting any of the Projects, that could reasonably be expected to result in a Material
Adverse Effect.


 


Section
8.21        Change of Control. A Change of Control occurs.


 




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Notwithstanding
anything to the contrary in this Section 8, Borrowers may cure any Project specific Event of Default arising pursuant to
Sections 8.2, 8.4, 8.5, 8.6, 8.10, 8.12, 8.16, 8.17, 8.19 or 8.20
and which can be cured by removing such Project from the Loan, by effecting a Partial Release of such Project pursuant to Section
2.18 of this Agreement, so long as (a) the Administrative Agent in its reasonable discretion determines that such Event of
Default is limited to such Project and the nature of such Event of Default is such that it is not reasonably likely to become an
Event of Default with respect to or otherwise adversely affect other Projects in the future and (b) such removal occurs within
ten (10) Business Days after the applicable Event of Default arising with respect to such Project, provided, however,
for purposes of this paragraph, Section 2.18(a)(i) and Section 2.18(a)(iii) shall not be applicable (except that
no other Event of Default shall be outstanding). From the date Borrower notifies Administrative Agent that Borrower plans to undertake
the Partial Release of the applicable Project in accordance with the foregoing sentence until Borrowers complete such Partial Release,
Administrative Agent and Lenders shall forbear from exercising any remedies available solely as result of such Event of Default
pursuant to this Loan Agreement or any other Loan Documents and upon completion of such Partial Release the applicable Event of
Default that arose with respect to the applicable Partial Release Project shall be deemed cured and no longer continuing.


 


ARTICLE
9


 


REMEDIES


 


Section
9.1           Remedies – Insolvency Events.
Upon the occurrence of any Event of Default described in Sections 8.8 or 8.9, all amounts due under the Loan Documents
(excluding the Secured Hedge Agreements) immediately shall become due and payable, all without written notice and without presentment,
demand, protest, notice of protest or dishonor, notice of intent to accelerate the maturity thereof, notice of acceleration of
the maturity thereof, or any other notice of default of any kind, all of which are hereby expressly waived by Borrowers; however,
if the Bankruptcy Party under Sections 8.8 or 8.9 is other than Borrowers, then all amounts due under the Loan Documents
shall become immediately due and payable at Administrative Agent’s election, in Administrative Agent’s sole discretion.


 


Section
9.2           Remedies – Other Events; Protective Advances.


 


(a)          Remedies
– Other Events. Except as set forth in Section 9.1 above, while any Event of Default exists, Administrative
Agent may, and at the direction of the Required Lenders shall, (a) by written notice to Borrowers, declare the entire Loan to be
immediately due and payable without presentment, demand, protest, notice of protest or dishonor, notice of intent to accelerate
the maturity thereof, notice of acceleration of the maturity thereof, or other notice of default of any kind, all of which are
hereby expressly waived by Borrowers, (b) exercise all rights and remedies therefor under the Loan Documents and at law or in equity,
and (c) make Protective Advances that Administrative Agent determines as necessary to protect or maintain the Collateral. Notwithstanding
anything to the contrary contained in the Loan Documents or the Environmental Indemnity Agreement, the enforcement of the obligations
of Borrowers and the other Borrower Parties under the Loan Documents and the Environmental Indemnity Agreement and the exercise
of rights and remedies thereunder shall be undertaken solely by Administrative Agent in its capacity as agent for Lenders.


 




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(b)          Protective
Advances. All losses incurred in connection with the Loan (including with respect to interest (including interest at the
Default Rate) and other sums payable pursuant to the Notes), the enforcement thereof, or the realization of the security therefor,
shall be borne by Lenders in accordance with their respective pro rata share of the Loan. In addition, Lenders shall promptly,
upon request by Administrative Agent, remit to Administrative Agent their respective pro rata share of any advances or disbursements
made or to be made to pay taxes (including special assessments or payments in lieu of real estate taxes), maintenance costs, ground
rent, insurance premiums or other items which Administrative Agent or Required Lenders determine are necessary to preserve the
Lien (or priority of the Lien) on any Collateral from any intervening lien, forfeiture, casualty, loss, waste or other impairment,
diminution or reduction in value or to preserve, protect, sell, operate, manage, lease, improve, maintain, repair, defend or dispose
of any Collateral or any portion thereof), whether or not the amount necessary to be advanced for such purposes exceeds the amount
of the Loan (all such advances, collectively, “Protective Advances”). Each Lender’s pro rata share
of any Protective Advance shall constitute obligatory advances of that Lender under this Agreement, shall be payable by each Lender
on demand by Administrative Agent and secured by the Collateral, and, if unpaid by any Lender as set forth below, such Lender’s
pro rata share thereof shall bear interest at the rate applicable to such amount under the Loan (or, if no longer applicable, at
the Base Rate). Administrative Agent shall notify each Lender in writing of its pro rata share of each Protective Advance. Upon
receipt of notice from Administrative Agent of its making of a Protective Advance, each Lender shall make the amount of such Lender’s
pro rata share of the Protective Advance available to Administrative Agent, in same day funds, to such account of Administrative
Agent as Administrative Agent may designate, (i) on or before 3:00 p.m. (Eastern Standard or Daylight Savings time) on the day
Administrative Agent provides Lenders with notice of the making of such Protective Advance if Administrative Agent provides such
notice on or before 12:00 p.m. (Eastern Standard or Daylight Savings time), or (ii) on or before 12:00 p.m. on the Business Day
immediately following the day Administrative Agent provides Lenders with notice of the making of such advance if Administrative
Agent provides notice after 12:00 p.m. (Eastern Standard or Daylight Savings time).


 


Section
9.3           Administrative Agent’s Right to Perform
the Obligations. If Borrowers shall fail, refuse or neglect to make any payment or perform any act required by the Loan
Documents or the Environmental Indemnity Agreement, then while any Event of Default exists, and without notice to or demand upon
Borrowers and without waiving or releasing any other right, remedy or recourse Administrative Agent may have because of such Event
of Default, Administrative Agent may (but shall not be obligated to) make such payment or perform such act for the account of
and at the expense of Borrowers, and shall have the right to enter upon the Projects for such purpose and to take all such action
thereon and with respect to the Projects as it may deem necessary or appropriate. If Administrative Agent shall elect to pay any
sum due with reference to the Projects, Administrative Agent may do so in reliance on any bill, statement or assessment procured
from the appropriate Governmental Authority or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly,
in making any payments to protect the security intended to be created by the Loan Documents, Administrative Agent shall not be
bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making
an advance for the purpose of preventing or removing the same. Borrowers shall indemnify, defend and hold Administrative Agent
harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments,
suits, costs, or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees, actually incurred
by reason of any acts performed by Administrative Agent pursuant to the provisions of this Section 9.3, including those
arising from the joint, concurrent, or comparative negligence of Administrative Agent. All sums paid by Administrative Agent pursuant
to this Section 9.3, and all other sums expended by Administrative Agent to which it shall be entitled to be indemnified,
together with interest thereon at the Default Rate from the date of such payment or expenditure until paid, shall constitute additions
to the Loan, shall be secured by the Loan Documents and shall be paid by Borrowers to Administrative Agent upon demand.


 




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Section
9.4           Special Right to Cure with Respect to Operational
Defaults. Notwithstanding anything contained in Article 8, if an Event of Default occurs under Sections 8.10, 8.12(v),
8.19, or 8.20 as a result of any act or omission of any Operator (and such act, omission or failure is outside Borrowers’
control and not otherwise caused by Borrowers) (an “Operational Default”), such Operational Default
shall not constitute an “Event of Default” under any such Section if (and only if) all of the following conditions
are satisfied as determined by Administrative Agent in its reasonable discretion:


 


(a)          There
exists no other Event of Default hereunder.


 


(b)          Borrowers
send notice to Administrative Agent describing in reasonable detail the Operational Default.


 


(c)          Neither
the value of the Security nor the ability to operate the Projects is materially impaired as a result of the act or omission that
caused the Operational Default.


 


(e)          Borrowers
diligently pursue all rights and remedies available to Borrowers under the applicable Operators Agreement and under Requirements
of Law to (i) cure (or cause the applicable Operator to cure) such Operational Default, and if the applicable Borrower(s) elect
to cure (or cause the applicable Operator to cure) such Operational Default, and such Operational Default is actually cured within
ninety (90) days of the occurrence of such Operational Default (such ninety (90) day period from the occurrence of the Operational
Default is referred to as the “Forbearance Period”; provided that, solely to the extent necessary to cause
the transfer of Primary Licenses to a new Operator if necessary, the Forbearance Period shall be extended by sixty (60) days to
complete such transfer so long as the applicable Operator is diligently pursuing such transfer at all times during such period)
or (ii) at any time during the Forbearance Period, terminate the applicable Management Agreement and install a new property manager
to operate the applicable Project(s) (the “Replacement Operator”). If the Borrowers elect to install a
Replacement Operator, the Replacement Operator shall be acceptable to Administrative Agent in its sole discretion and upon approval
by Administrative Agent, shall thereafter be deemed to be one of the “Operators” for all purposes hereunder and under
the other Loan Documents. If (A) the termination of the existing applicable Operator Agreement and removal of the defaulting
Operator results in the need to obtain a new Primary License in order for the Replacement Operator to operate the affected Project,
(B) the Replacement Operator (or Borrowers) are able to continue to operate the affected Project under the prior Primary
License or other temporary authority of the State Regulator, and (C) Borrowers are diligently pursuing (or causing the Replacement
Operator to diligently pursue) the satisfaction of all regulatory and licensing requirements necessary to permit the Replacement
Operator to operate the applicable Project, the Forbearance Period shall be automatically extended for an additional period as
is deemed reasonably necessary by Administrative Agent to obtain the required Primary License. If at the expiration of such extended
Forbearance Period, the required Primary License has not been issued to the Replacement Operator for the affected Project, then
Borrowers shall prepay the Loan in an amount equal to the Partial Release Price for the affected Project within ten (10) days
of such expiration, such prepayment shall cure such Event of Default, and after such prepayment, so long as the conditions in
Section 2.18 have been satisfied (except that, for purposes of this sentence, Section 2.18(a)(i) and Section
2.18(a)(iii) shall not be applicable (except that no other Event of Default shall be outstanding)), the Administrative Agent
shall release the affected Project from the Loan.


 




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(f)          If
the Borrowers elect to install a Replacement Operator, then not later than the end of the Forbearance Period, Borrowers cause
such Replacement Operator to execute an Operator Agreement (such agreement is referred to herein as the “Replacement
Operator Agreement”) in a form substantially similar to the applicable Operator Agreement it is replacing and otherwise
acceptable to Administrative Agent in its reasonable discretion, which Replacement Operator Agreement shall thereafter be deemed
to be an “Operator Agreement” with respect to the applicable Project(s) for all purposes hereunder and under
the other Loan Documents.


 


(g)          Concurrently
with the execution of the Replacement Operator Agreement, Borrowers cause Replacement Operator to execute and deliver to Administrative
Agent a Collateral Assignment of Management Agreement and otherwise acceptable to Administrative Agent in its reasonable discretion.


 


(h)          The
Borrowers take commercially reasonable steps to cause the applicable Operator to maintain the Primary Licenses required to operate
the affected Project as an assisted living facility, memory care facility, or other healthcare or senior living facility, and the
reimbursement agreements (if any) with respect to the affected Project to remain in full force and effect under Requirements
of Law.


 


(i)           Borrowers
pay all of Administrative Agent’s and each Lender’s reasonable costs and expenses (including, without limitation,
reasonable attorneys’ fees) in connection with the matters set forth in this Section 9.4.


 


(j)           Every
two weeks during the pendency of the Forbearance Period, Borrowers furnish to Administrative Agent a detailed written statement
summarizing the then current status of Borrowers’ attempts to cure the Operational Default and/or remove the defaulting
Operator and appoint a Replacement Operator, and otherwise comply with the terms of this Section 9.4.


 


(k)          Borrowers
at all times during the Forbearance Period take such additional action and/or execute such additional documents (and/or cause
Replacement Operator to take such additional action and/or execute such additional documents, as applicable) as Administrative
Agent may reasonably require in connection with the matters set forth in this Section 9.4.


 




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Anything herein to
the contrary notwithstanding, Administrative Agent and Lenders shall have no obligation to forbear from exercising remedies by
reason of (i) an Operational Default of any type for which Borrowers elect to install a Replacement Operator more than once
during the term of the Loan and (ii) an Operational Default of any type for which Borrowers elect to cure such Operational
Default more than five (5) times in the aggregate during the term of the Loan or more than twice in any twelve (12) month
period during the term of the Loan.


 


For the avoidance of
doubt, Administrative Agent and Lenders shall have no obligation to forbear from submitting any pleadings in any bankruptcy or
other proceeding to the extent that a failure to do so could result in any prejudice to Lenders or a rejection or termination of
any of the Operator’s Agreements or could otherwise adversely affect the Collateral securing the Loan.


 


ARTICLE 10


 


ADMINISTRATIVE AGENT


 


Section 10.1         Appointment
and Duties.


 


(a)           Each
Lender hereby appoints CONA (together with any successor Administrative Agent pursuant to Section 10.9) as Administrative
Agent hereunder and authorizes Administrative Agent to (i) execute and deliver the Loan Documents and the Environmental Indemnity
Agreement and accept delivery thereof on its behalf from any Borrower or any other Borrower Party, (ii) take such action on its
behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Administrative Agent
under such Loan Documents and the Environmental Indemnity Agreement and (iii) exercise such powers as are reasonably incidental
thereto.


 


(b)           Without
limiting the generality of clause (a) above, Administrative Agent shall have the sole and exclusive right and authority (to the
exclusion of Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for Lenders with respect to
all payments and collections arising in connection with the Loan Documents and the Environmental Indemnity Agreement (including
in any proceeding described in Section 8.8 or Section 8.9 or any other bankruptcy, insolvency or similar proceeding),
and each Person making any payment in connection with any Loan Document and the Environmental Indemnity Agreement to any Secured
Party is hereby authorized to make such payment to Administrative Agent, (ii) file and prove claims and file other documents necessary
or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section
8.7 or Section 8.8 or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise
act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all
Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral,
(v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported
to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document or the Environmental Indemnity
Agreement, exercise all remedies given to Administrative Agent and the other Secured Parties with respect to the Collateral, whether
under the Loan Documents or the Environmental Indemnity Agreement, applicable law or otherwise, (vii) execute any amendment, consent
or waiver under the Loan Documents and the Environmental Indemnity Agreement on behalf of any Lender that has consented in writing
to such amendment, consent or waiver to the extent such consent is required hereunder; provided, however, that Administrative Agent
hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for Administrative Agent and Lenders for purposes
of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by Borrowers or any other
Borrower Party with, and cash and Cash Equivalents held by, such Lender, and may further authorize and direct Lenders to take further
actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to
Administrative Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized
and directed and (viii) provide each Lender within ten (10) Business Days following receipt, copies of the reports and financial
information received from Borrowers under Article 6 and notices of default delivered by or received by Administrative Agent
under this Agreement.


 




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(c)           Under
the Loan Documents and the Environmental Indemnity Agreement, Administrative Agent (i) is acting solely on behalf of Lenders (except
to the limited extent provided in Section 2.12(b) with respect to the Register and in Section 11.3), with duties
that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, the
terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan
Document or the Environmental Indemnity Agreement to refer to Administrative Agent, which terms are used for title purposes only,
(ii) is not assuming any obligation under any Loan Document or the Environmental Indemnity Agreement other than as expressly set
forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall have no
implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document or the Environmental Indemnity
Agreement to any Lender, and each Lender hereby waives and agrees not to assert any claim against Administrative Agent based on
the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.


 


Section 10.2         Binding
Effect.


 


(a)           Each
Lender agrees that as between the Lenders and the Administrative Agent, (i) any action taken by Administrative Agent or the Required
Lenders (or, if expressly required hereby, a greater proportion of Lenders) in accordance with the provisions of the Loan Documents
or the Environmental Indemnity Agreement, (ii) any action taken by Administrative Agent in reliance upon the instructions of Required
Lenders (or, where so required, such greater proportion of Lenders) or without reliance on any Lenders to the extent neither this
Agreement nor any of the other Loan Documents explicitly requires the approval of Lenders or Required Lenders, and (iii) the exercise
by Administrative Agent or the Required Lenders (or, where so required, such greater proportion of 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
of the Secured Parties.


 


(b)           Borrowers
may rely conclusively on any written consent, approval or waiver of Administrative Agent that it has the authority to act for and
bind the Lenders pursuant to this Agreement or the other Loan Documents (excluding, if applicable, any Hedge Agreement provided
by a Secured Hedge Provider).


 




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Section 10.3         Use
of Discretion.


 


(a)           Administrative
Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement
or collection of amounts owing hereunder after an Event of Default, except any action it is required to take or omit to take (i)
under any Loan Document or the Environmental Indemnity Agreement or (ii) pursuant to instructions from the Required Lenders (or,
where expressly required by the terms of this Agreement, a greater proportion of Lenders).


 


(b)           Notwithstanding
clause (a) of this Section 10.3, Administrative Agent shall not be required to take, or to omit to take, any action (other
than granting consents or approvals, receiving payments or any other matters explicitly set forth in this Agreement or the other
Loan Documents and the Environmental Indemnity in each case as being in the sole discretion of Administrative Agent (i) unless,
upon demand, Administrative Agent receives an indemnification satisfactory to it from Lenders (or, to the extent applicable and
acceptable to Administrative Agent, any other Secured Party) against all Liabilities that, by reason of such action or omission,
may be imposed on, incurred by or asserted against Administrative Agent or any Related Person thereof or (ii) that is, in the opinion
of Administrative Agent or its counsel, contrary to any Loan Document or the Environmental Indemnity Agreement or applicable Requirement
of Law.


 


Section 10.4         Delegation
of Rights and Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub agents appointed by Administrative Agent. Administrative Agent
and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of Administrative
Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the Loan as
well as activities as Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any
sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that Administrative
Agent acted with gross negligence or willful misconduct in the selection of such sub agents.


 


Section 10.5         Reliance
and Liability.


 


(a)           Administrative
Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned
in accordance with Section 11.3, (ii) rely on the Register to the extent set forth in Section 2.12, (iii) consult
with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including
advisors to, and accountants and experts engaged by, any Borrower or any other Borrower Party) and (iv) rely and act upon any document
and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case
believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.


 




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(b)           None
of Administrative Agent and its Related Persons shall be liable to the Lenders for any action taken or omitted to be taken by any
of them under or in connection with any Loan Document or the Environmental Indemnity Agreement in its capacity as Administrative
Agent (or Related Person of Administrative Agent), and each Lender hereby waives and shall not assert any right, claim or cause
of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct
of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by
a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative
Agent:


 


(i)          Shall
have no duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents and the Environmental
Indemnity Agreement, and shall not by reason of this Agreement or any other Loan Document or the Environmental Indemnity Agreement,
be a trustee for any Lender:


 


(ii)         shall
not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required
Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers
and directors of Administrative Agent, when acting on behalf of Administrative Agent);


 


(iii)        shall
not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness,
sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection
with, any Loan Document or the Environmental Indemnity Agreement;


 


(iv)        makes
no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation
or warranty made or furnished by or on behalf of any Related Person or any Borrower or any other Borrower Party in connection with
any Loan Document, the Environmental Indemnity Agreement or any transaction contemplated therein or any other document or information
with respect to any Borrower or any other Borrower Party, whether or not transmitted or (except for documents expressly required
under any Loan Document or the Environmental Indemnity Agreement to be transmitted to Lenders) omitted to be transmitted by Administrative
Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence
performed by Administrative Agent in connection with the Loan Documents; and


 


(v)         shall
not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document or the Environmental
Indemnity Agreement, whether any condition set forth in any Loan Document or the Environmental Indemnity Agreement is satisfied
or waived, as to the financial condition of any Borrower or any other Borrower Party or as to the existence or continuation or
possible occurrence or continuation of any Potential Default or Event of Default and shall not be deemed to have notice or knowledge
of such occurrence or continuation unless it has received a notice from Borrowers, any Lender describing such Potential Default
or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice
of such receipt to all Lenders);


 




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and, for each of the items set forth in
clauses (i) through (iv) above, each Lender hereby waives and agrees not to assert any right, claim or cause of action it might
have against Administrative Agent based thereon.


 


Section 10.6         Administrative
Agent Individually. Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire stock
and stock equivalents of, engage in any kind of business with, any Borrower or any other Borrower Party or Affiliate thereof as
though it were not acting as Administrative Agent and may receive separate fees and other payments therefor. To the extent Administrative
Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same
rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender,”
and “Required Lender,” and any similar terms shall, except where otherwise expressly provided in any Loan Document
or the Environmental Indemnity Agreement, include, without limitation, Administrative Agent or such Affiliate, as the case may
be, in its individual capacity as Lender or as one of the Required Lenders, respectively.


 


Section 10.7         Lender
Credit Decision. Each Lender acknowledges that it shall, independently and without reliance upon Administrative Agent,
any other Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted by
Administrative Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs
of each Borrower and each other Borrower Party and make and continue to make its own credit decisions in connection with entering
into, and taking or not taking any action under, any Loan Document or the Environmental Indemnity Agreement or with respect to
any transaction contemplated in any Loan Document or the Environmental Indemnity Agreement, in each case based on such documents
and information as it shall deem appropriate. Except for documents expressly required by any Loan Document or the Environmental
Indemnity Agreement to be transmitted by Administrative Agent to Lenders, Administrative Agent shall not have any duty or responsibility
to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any Borrower or any other Borrower Party or any Affiliate of any Borrower or any other
Borrower Party that may come into the possession of Administrative Agent or any of its Related Persons.


 


Section 10.8         Expenses.
Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Borrower
or any other Borrower Party) promptly upon demand for such Lender’s Pro Rata Share with respect to the Loan of any costs
and expenses (including fees, charges and disbursements of financial, legal and other advisors and other taxes paid in the name
of, or on behalf of, any Borrower or any other Borrower Party) that may be incurred by Administrative Agent or any of its Related
Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or
enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or
otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document and the Environmental Indemnity
Agreement.


 




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Section 10.9         Resignation
of Administrative Agent.


 


(a)           Administrative
Agent may resign at any time by delivering written notice of such resignation to Lenders and Borrowers, effective on the date set
forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective. If Administrative
Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject
to the reasonable approval of Borrowers and provided that (i) no Event of Default shall have occurred and be continuing and (ii)
Borrower Representative shall be deemed to have consented to any such appointment unless it shall object thereto by written notice
to Administrative Agent within ten (10) Business Days after receipt thereof. If, within thirty (30) days after the retiring Administrative
Agent having given written notice of resignation, no successor Administrative Agent has been appointed by the Required Lenders
that has accepted such appointment, then the retiring Administrative Agent may, on behalf of Lenders, appoint a successor Administrative
Agent from among Lenders (excluding Defaulting Lenders).


 


(b)           Effective
immediately upon its resignation, (i) the retiring Administrative Agent shall be discharged from its duties and obligations under
the Loan Documents and the Environmental Indemnity Agreement, (ii) Lenders shall assume and perform all of the duties of Administrative
Agent until a successor Administrative Agent shall have accepted a valid appointment hereunder, (iii) the retiring Administrative
Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document or the Environmental Indemnity
Agreement other than with respect to any actions taken or omitted to be taken while such retiring Administrative Agent was, or
because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents, and (iv) subject to
its rights under Section 9.3, the retiring Administrative Agent shall take such action as may be reasonably necessary to
assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents and the Environmental
Indemnity Agreement. Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative
Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent
under the Loan Documents and the Environmental Indemnity Agreement.


 


(c)           Administrative
Agent may be removed as Administrative Agent upon the request of all Lenders (other than Affiliates of Administrative Agent) upon
the determination by a court of competent jurisdiction that Administrative Agent has committed actions constituting gross negligence
or willful misconduct under this Agreement. The provisions of subsection (b) above shall apply upon such removal and Lenders shall
appoint such successor Administrative Agent in consultation with Borrower Representative.


 




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Section 10.10      Additional
Secured Parties. The benefit of the provisions of the Loan Documents and the Environmental Indemnity Agreement directly
relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender
as long as, by accepting such benefits, such Secured Party agrees, as among Administrative Agent and all other Secured Parties,
that such Secured Party is bound by (and, if requested by Administrative Agent, shall confirm such agreement in a writing in form
and substance acceptable to Administrative Agent) this Article 10, Section 11.6 (Right of Setoff), Section 11.7
(Sharing of Payments, Etc.) and Section 11.23 (Non-Public Information; Confidentiality) and the decisions and actions of
Administrative Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion
of Lenders) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party
shall be bound by Section 10.13 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating
to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall
not be limited by any concept of Pro Rata Share or similar concept, (b) except as set forth specifically herein, each of Administrative
Agent and each Lender shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless
of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes
unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such
Obligation and (c) except as set forth specifically herein, such Secured Party shall not have any right to be notified of, consent
to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document
or the Environmental Indemnity Agreement.


 


Section 10.11      Reliance
by Administrative Agent. Administrative Agent shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, facsimile, telegram or cable) reasonably believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by Administrative Agent. As to any matters not expressly provided for by this Agreement
or any other Loan Document or the Environmental Indemnity Agreement, Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions given by the Required Lenders,
and any action taken or failure to act pursuant thereto shall be binding on all of Lenders.


 


Section 10.12      Rights
as a Lender. With respect to CONA’s Loan Commitment, if any, and the advances of the Loan made by it, CONA (and any
successor permitted by the terms hereof acting as Administrative Agent) in its capacity as a Lender hereunder shall have the same
rights and powers hereunder as any other Lender and may exercise the same as though it were not acting as Administrative Agent,
and the term “Lender” or “Lenders” shall, unless the context otherwise indicates,
include Administrative Agent in its individual capacity. CONA (and any successor permitted by the terms hereof acting as Administrative
Agent) and its Affiliates may (without having to account therefor to any Lender) lend money to, make investments in and generally
engage in any kind of lending, trust or other business with Borrowers (and any of their Affiliates) as if it were not acting as
Administrative Agent, and CONA and its Affiliates may accept fees and other consideration from Borrowers for services in connection
with this Agreement or otherwise without having to account for the same to Lenders.


 




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Section 10.13      Standard
of Care; Indemnification. In performing its duties under the Loan Documents and the Environmental Indemnity Agreement,
Administrative Agent will exercise the same degree of care as Administrative Agent normally exercises in connection with similar
loans held for its own account, but Administrative Agent shall have no further responsibility to any Lender except as expressly
provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and,
except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent
to comply with any of Administrative Agent’s obligations to Borrowers under the Loan Documents, the Environmental Indemnity
Agreement or otherwise. Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Sections 11.5
or 11.11, but without limiting the obligations of Borrowers under Sections 11.5 or 11.11) ratably in accordance
with each Lender’s Pro Rata Share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against
Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or
arising out of this Agreement or any other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Borrowers
are obligated to pay under Section 11.11, but excluding, unless an Event of Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the
terms hereof or 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 Administrative Agent’s breach of its standard of care set forth in the first sentence of this Section.


 


Section 10.14       Failure
to Act. Except for actions expressly required of Administrative Agent hereunder, and under the other Loan Documents and
the Environmental Indemnity Agreement, Administrative Agent shall in all cases be fully justified in failing or refusing to act
hereunder and thereunder unless it shall receive further assurances to its reasonable satisfaction from Lenders of their indemnification
obligations under Section 10.13 against any and all liability and expense that may be incurred by it by reason of taking
or continuing to take any such action.


 


Section 10.15       Titles.
Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, no arrangers,
documentation agents, or syndication agent shall have any duties or responsibilities, nor shall any documentation agent or syndication
agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any
arranger, documentation agent or syndication agent. At any time that any Lender serving (or whose Affiliate is serving) as arranger,
documentation agent and/or syndication agent shall have transferred to any other Person (other than any Affiliates) all of its
interests in the Loan and the Loan Commitment, such Lender (or an Affiliate of such Lender acting as arranger, documentation agent
or syndication agent) shall be deemed to have concurrently resigned as such arranger, documentation agent and/or syndication agent.


 


Section 10.16       USA
Patriot Act Notice; Compliance. In order for Administrative Agent to comply with the USA Patriot Act of 2001 (Public Law
107-56), prior to any Lender that is organized under the laws of a jurisdiction outside of the United States of America becoming
a party hereto, Administrative Agent may request, and such Lender shall provide to Administrative Agent, its name, address, tax
identification number and/or such other identification information as shall be necessary for Administrative Agent to comply with
federal law.


 




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Section 10.17     No
Reliance on Administrative Agent's Customer Identification Program. Each Lender acknowledges and agrees that neither such
Lender, nor any of its Affiliates, participants or assignees, may rely on Administrative Agent to carry out such Lender's, Affiliate's,
participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the
USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 1020.220 (as hereafter amended or
replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following
items relating to or in connection with Borrowers or any other loan parties, their Affiliates or their agents, the Loan Documents
or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons
with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Anti-Terrorism
Law.


 


Section 10.18       Defaults.



 


(a)           Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Default or an Event of Default unless Administrative
Agent has received notice from a Lender or any Borrower Party specifying such Potential Default or Event of Default and stating
that such notice is a "Notice of Default." In the event that Administrative Agent receives such a notice of the occurrence
of a Potential Default or Event of Default, Administrative Agent shall give prompt notice thereof to the Lenders. Within ten (10)
days of delivery of such notice of Potential Default or Event of Default from Administrative Agent to the Lenders (or such shorter
period of time as Administrative Agent determines is necessary), Administrative Agent and the Lenders shall consult with each other
to determine a proposed course of action. Administrative Agent shall (subject to Section 10.14) take such action with respect to
such Potential Default or Event of Default as shall be directed by the Required Lenders, consistent with the terms of this Agreement
and the other Loan Documents, provided that, (A) unless and until Administrative Agent shall have received such directions,
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, including decisions
(1) to make Protective Advances that Administrative Agent determines are necessary to protect or maintain the Projects and (2)
to foreclose on any of the Projects or exercise any other remedy, with respect to such Potential Default or Event of Default as
it shall deem advisable in the interest of the Lenders except to the extent that this Agreement expressly requires that such action
be taken, or not be taken, only with the consent or upon the authorization of all of the Lenders; provided, however, that no actions
approved by the Required Lenders shall violate the Loan Documents or applicable Requirements of Law. Each of the Lenders acknowledges
and agrees that no individual Lender may separately enforce or exercise any of the provisions of any of the Loan Documents or Environmental
Indemnity Agreement (including the Notes) other than through Administrative Agent. Administrative Agent shall advise the Lenders
of all material actions which Administrative Agent takes in accordance with the provisions of this Section 10.18(a) and shall continue
to consult with the Lenders with respect to all of such actions. Notwithstanding the foregoing, if the Required Lenders shall at
any time direct that a different or additional remedial action be taken from that already undertaken by Administrative Agent, including
the commencement of foreclosure proceedings, such different or additional remedial action shall be taken in lieu of or in addition
to, the prosecution of such action taken by Administrative Agent; provided that all actions already taken by Administrative Agent
pursuant to this Section 10.18(a) shall be valid and binding on each Lender. All cash proceeds (other than cash proceeds subject
to the provisions of Section 10.18(i)) received from any enforcement actions, including the cash proceeds of a foreclosure sale
of any of the Projects, shall be applied, first, to the payment or reimbursement of Administrative Agent for expenses incurred
in accordance with the provisions of Sections 9.2(b), 10.18(c) and Section 10.14 and to the payment of any servicing fees to the
extent not paid by Borrowers, second, to the payment or reimbursement of the Lenders for expenses incurred in accordance with the
provisions of Sections 9.2(b), 10.18(c) and Section 10.14; third, to the payment or reimbursement of the Lenders for any advances
made pursuant to Section 9.2(b) or (g); fourth, pari passu to the Lenders in accordance with their respective Pro Rata Shares and
to pay any indebtedness of Borrowers under any Secured Hedge Agreement provided by Administrative Agent or any Affiliate.


 




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(b)           [Intentionally
Omitted].


 


(c)           If,
at the direction of the Required Lenders or otherwise as provided in Section 10.18(a), any action(s) is brought to foreclose the
Mortgage after an Event of Default, such action shall (to the extent not prohibited under applicable Requirements of Law and the
decisions of the court in which such action is brought) be an action brought by Administrative Agent on behalf and for the benefit
of the Lenders, collectively, to foreclose all or a portion of the Mortgage and collect on the Notes. Counsel selected by Administrative
Agent shall prosecute any such foreclosure on behalf of Administrative Agent and the Lenders and Administrative Agent and the Lenders
shall consult and cooperate with each other in the prosecution thereof. If requested by Administrative Agent, each Lender shall
join as a party in any such lawsuit or proceeding. All decisions concerning the appointment of a receiver, the conduct of such
receivership, the conduct of such foreclosure action, the acceptance of a deed in lieu of foreclosure, the bid on behalf of Administrative
Agent and the Lenders at the foreclosure sale of the Projects, the manner of taking and holding title to the Projects (other than
as set forth in Section 10.18(d) below), the sale of the Projects after foreclosure pursuant to Section 10.18(e), and the commencement
and conduct of any deficiency judgment proceeding shall be made by Administrative Agent subject to this Article 10. The costs and
expenses of foreclosure to the extent not paid by Borrowers or Guarantor will be borne by the Lenders in accordance with their
respective Pro Rata Shares. If requested by Administrative Agent, each Lender shall join as a party in any such lawsuit or proceeding
brought to foreclose the Mortgage and collect on the Notes.


 


(d)           If
the Projects (or any part thereof) is acquired by Administrative Agent or its nominee as a result of a foreclosure or the acceptance
of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the obligations, the title
to the Projects shall be held as required by the Required Lenders and as acceptable to Administrative Agent provided title is held
in an entity or structure which limits liability of the Lenders and is a "pass-through" entity or structure for income
tax purposes, or, in the absence of such direction of the Required Lenders, at the sole option of Administrative Agent, be held
in the name of Administrative Agent, or a nominee or subsidiary of Administrative Agent, as administrative agent, for the ratable
benefit of the Lenders, or a limited liability company of which Administrative Agent (or a nominee or subsidiary of Administrative
Agent, as administrative agent, for the ratable benefit of the Lenders) is the manager and the Lenders (or their permitted assignees)
are the members in proportion to their Pro Rata Shares, which shall be formed pursuant to a form of limited liability company agreement
approved by Administrative Agent and the Required Lenders prior to the completion of such foreclosure, which agreement shall include
provisions in all material respects similar to this Section 10.18 and Article 10 in relation to the duties, rights and immunities
of Administrative Agent (or a nominee or subsidiary of Administrative Agent, in its capacity as the manager thereunder) and rights
and obligations of the Lenders. In the event any Lender fails to execute and deliver such agreement in accordance with and after
written request therefor from Administrative Agent, each such Lender hereby grants to Administrative Agent a power of attorney
to execute and deliver such agreement on its behalf and to take on its behalf any other actions as may reasonably be required to
form and qualify such company, which power of attorney is coupled with an interest and irrevocable.


 




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(e)           Administrative
Agent shall prepare for the approval of the Required Lenders a recommended course of action for the Projects (a "Post-Foreclosure
Plan"). Subject to its standard of care contained herein, Administrative Agent (or a nominee or subsidiary of Administrative
Agent, as administrative agent, for the account of, and ratable benefit of, the Lenders) shall manage, operate, repair, administer,
complete, construct, restore or otherwise deal with the Projects acquired, and shall administer all transactions relating thereto,
substantially in accordance with the Post-Foreclosure Plan, including, without limitation, employing a management agent, leasing
agent and other agents, contractors and employees, including agents for the sale of the Projects, and the collecting of rents and
other sums from the Projects and paying the expenses of the Projects. Once approved by the Required Lenders, Administrative Agent
shall use commercially reasonable efforts, consistent with its standard of care contained in this Article 10, to operate and maintain
the Projects in accordance with the Post-Foreclosure Plan in all material respects (subject to the effect of force majeure events,
fire, earthquake, floods, explosion, actions of the elements, other accidents or casualty, declared or undeclared war, riots, mob
violence, acts of terrorism, inability to procure or a general shortage of labor, equipment, facilities, energy, materials or supplies
in the open market, the effect of orders of Governmental Authorities, laws, rules, regulations or other cause beyond the reasonable
control of Administrative Agent) and shall be authorized to make expenditures and pay expenses in accordance with the Post-Foreclosure
Plan. It is understood and agreed that Administrative Agent is not warranting that the results contemplated by the Post-Foreclosure
Plan shall be realized. If the Required Lenders shall fail to approve of the proposed Post-Foreclosure Plan, however, the following
shall apply: (i) if the proposed Post-Foreclosure Plan is the initial Post-Foreclosure Plan, then Administrative Agent, on behalf
of the Lenders, may approve an interim plan to govern the operations of the Projects until the Required Lenders approve the first
plan; and, (ii) if the proposed Post-Foreclosure Plan is other than the plan referred to in the preceding clause (i), then the
Projects shall be operated under the most recent Post-Foreclosure Plan until a new Post-Foreclosure Plan shall be approved by the
Required Lenders, subject to adjustments as Administrative Agent shall deem appropriate to take into account emergency or serious
maintenance situations at the Projects, any tenant improvement costs and leasing commissions for leases executed after approval
of the most recently approved budget and any expenditures for the Projects required by applicable Requirements of Law, which, if
not made, may result in the imposition of a fine or penalty or other sanction against the Lenders, Administrative Agent or entity
that holds title to the Projects for the benefit of the Lenders. Administrative Agent shall not make any material changes to the
approved Post-Foreclosure Plan without the consent of the Required Lenders.


 




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(f)            Upon
demand therefor from time to time, each Lender shall contribute its Pro Rata Share of all costs and expenses incurred by Administrative
Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing
and sale of the Projects. In addition, Administrative Agent shall render or cause to be rendered to each Lender, on a periodic
basis (but in any event once per calendar quarter), an income and expense statement for the Projects, and each Lender shall promptly
contribute its Pro Rata Share of any operating loss for the Projects, and such other expenses and operating reserves as Administrative
Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan.


 


(g)           To
the extent there is net operating income from the Projects, Administrative Agent shall, in accordance with the approved Post-Foreclosure
Plan, determine the amount and timing of distributions to the Lenders in accordance with Section 10.18(i).


 


(h)           The
Lenders acknowledge and agree that if title to the Projects is obtained by Administrative Agent or its nominee or limited liability
company as provided above after an Event of Default and in accordance with the terms of this Agreement and the other Loan Documents,
the Projects will not be held as a permanent investment but will be liquidated and the proceeds of such liquidation will be distributed
in accordance with the Post-Foreclosure Plan as soon as practicable. Administrative Agent shall undertake to sell the Projects,
at such price and upon such terms and conditions as the Required Lenders reasonably shall determine to be most advantageous to
the Lenders. Any purchase money mortgage or deed of trust taken in connection with the disposition of the Projects in accordance
with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee;
provided, however, that purchase money financing shall not be provided in connection with the disposition of the Projects without
the prior consent of each Lender. If purchase money financing is so provided, then, Administrative Agent and the Lenders shall
enter into an agreement with respect to such purchase money mortgage or deed of trust defining the rights and obligations of Administrative
Agent and the rights and obligations of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be
in all material respects similar to this Article insofar as the same is appropriate or applicable and shall contain such other
terms and conditions as may be satisfactory to each of the Lenders.


 


(i)            All
cash proceeds received with respect to the Projects after so acquiring title to or taking possession of the Projects after an Event
of Default and in accordance with the terms of this Agreement and the other Loan Documents, including cash proceeds from the rental,
operation and management of the Projects and the proceeds of a sale of the Projects, shall be applied, first, to the payment or
reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of this Article 10 or for any other
sums then due to Administrative Agent hereunder; second, to the payment of operating expenses with respect to the Projects; third,
to the establishment of reasonable reserves for the operation of the Projects, including, without limitation, to fund any capital
improvement, leasing and other reserves; fourth, to the payment or reimbursement of the Lenders for any advances made pursuant
to Section 10.18(c) or (f); fifth, in accordance with clauses first through fourth of Section 10.18(a); and sixth, pari passu to
the Lenders in accordance with their respective Pro Rata Shares on account of all sums due and unpaid under the Loan Documents.


 




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ARTICLE
11






MISCELLANEOUS


 


Section 11.1         Notices.


 


(a)           Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:


 


	If to Borrowers:	Healthcare Trust Operating Partnership, L.P.
	 	405 Park Avenue
	 	New York, New York  10022
	 	Attention:  Healthcare General Counsel
	 	Facsimile:  N/A
	 	 
	With a copy to:	Arnold & Porter Kaye Scholer LLP
	 	250 W 55th Street
	 	New York, New York  10022
	 	Attention:  John J. Busillo, Esq.
	 	Facsimile:  (212) 836-6445
	 	 
	If to Administrative Agent:	Capital One, National Association
	 	77 W. Wacker Drive, 10TH Floor
	 	Chicago, Illinois  60601
	 	Attention:  Jeffrey Muchmore, Credit Executive
	 	Facsimile:  (855) 332-1699
	 	Reference:  HTI/Senior Portfolio
	 	 
	With a copy to:	Capital One, National Association
	 	5804 Trailridge Drive
	 	Austin, Texas  78731
	 	Attention:  Diana Pennington, Senior Director,
	 	Associate General Counsel
	 	Facsimile:  (855) 438-1132
	 	Reference:  HTI/Senior Portfolio
	 	 
	With a copy to:	Capital One, National Association
	 	77 W. Wacker Drive, 10TH Floor
	 	Chicago, Illinois  60601
	 	Attention:  Jason LaGrippe, Vice President
	 	Facsimile:  (312) 739-3870
	 	Reference:  HTI/Senior Portfolio


 




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	If to a Lender:	To the address in the administrative details provided by such Lender to Administrative Agent


 


Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)           Electronic
Communications. Notices and other communications to Lenders hereunder may be delivered or furnished pursuant to an E-System
pursuant to procedures approved by Administrative Agent. Administrative Agent or Borrowers may, in its discretion, agree to accept
notices and other communications to it hereunder pursuant to an E-System pursuant to procedures approved by it; provided that approval
of such procedures may be limited to particular notices or communications.


 


Unless otherwise agreed
to by the parties, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) if a party has explicitly agreed in writing to accept notice pursuant
to E-System, notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or
communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if
such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next business day for the recipient.


 


(c)           Change
of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder
by notice to the other parties hereto.


 


(d)           E-System.


 


(i)          Each
Borrower Party agrees that Administrative Agent may, but shall not be obligated to, make the Communications (as defined below)
available to Lenders by posting the Communications on the E-System.


 


(ii)         The
E-System is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the E-System and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind,
express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection
with the Communications or the E-System. In no event shall Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”) or any Lender have any liability to Borrowers, any Lender or any other Person or entity
for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses
or expenses (whether in tort, contract or otherwise) arising out of Borrowers or Administrative Agent’s transmission of communications
through the E-System. “Communications” means, collectively, any notice, demand, communication, information, document
or other material provided by or on behalf of the Borrower Parties pursuant to any Loan Document or the transactions contemplated
therein which is distributed to Administrative Agent or any Lender by means of electronic communications pursuant to this Section,
including through the E-System.


 




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Section 11.2         Amendments
and Waivers.


 


(a)           No
amendment or waiver of any provision of any Loan Document (excluding any Secured Hedge Agreement) or the Environmental Indemnity
Agreement and no consent to any departure by any Borrower or any other Borrower Party therefrom shall be effective unless the same
shall be in writing and signed (1) in the case of an amendment, consent or waiver to cure any ambiguity, omission, defect or inconsistency
or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, by Administrative
Agent and Borrowers, (2) in the case of any other waiver or consent, by the Required Lenders (or by Administrative Agent with the
written consent of the Required Lenders) and (3) in the case of any other amendment, by the Required Lenders (or by Administrative
Agent with the consent of the Required Lenders) and Borrowers; provided, however, that no amendment, consent or waiver described
in clause (2) or (3) above shall be effective, unless in writing and signed by each Lender (or by Administrative Agent with the
consent of Lenders), in addition to any other Person the signature of which is otherwise required pursuant to any Loan Document
or the Environmental Indemnity Agreement, and such amendment, consent or waiver does any of the following:


 


(i)          waives
any condition precedent to the effectiveness of this Agreement, except any condition referring to any other provision of any Loan
Document or the Environmental Indemnity Agreement;


 


(ii)         increases
the Loan Commitment of any Lender or subjects any Lender to any additional obligation or otherwise increases the principal amount
of the Loan;


 


(iii)        reduces
(including through release, forgiveness, assignment or otherwise) (A) the principal amount of, the interest rate on, or any obligation
of Borrowers to repay (whether or not on a fixed date), any outstanding amount under the Loan owing to Lenders or (B) any fee or
accrued interest payable to any Lender; provided, however, that this clause (iii) does not apply to (x) any change to any provision
increasing any interest rate or fee during the continuance of an Event of Default or to any payment of any such increase or (y)
any modification to any financial covenant set forth in Article 7 or the Recourse Guaranty Agreement or in any definition
set forth therein or principally used therein;


 




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(iv)        waives
or postpones any scheduled maturity date or other scheduled date fixed for the payment, in whole or in part, of principal of or
interest on the Loan (including any agreement to forbear that would have the same effect) or fee owing to such Lender or for the
reduction of such Lender’s Loan Commitment; provided, however, that this clause (iv) does not apply to any change to mandatory
prepayments, including those required under the Agreement, or to the application of any payment, including as set forth in Section
2.7;


 


(v)         releases
all or substantially all of the Collateral or any Guarantor from their guaranty of any Obligation of Borrowers (other than releases
pursuant to Section 2.18 hereof);


 


(vi)        reduces
or increases the proportion of Lenders required for Lenders (or any subset thereof) to take any action hereunder or change the
definition of the terms “Required Lenders,” “Pro Rata Share,” or “Pro Rata Outstandings”; or


 


(vii)       amends
Section 11.7 (Sharing of Payments, Etc.) or this Section 11.2.


 


(b)           Anything
herein to the contrary notwithstanding, (A) any waiver of any payment applied pursuant to Section 2.6 (Application of Payments)
to, and any modification of the application of any such payment to the Loan shall require the consent of the Required Lenders,
(B) no amendment, waiver or consent shall affect the rights or duties under any Loan Document or the Environmental Indemnity Agreement
of, or any payment to, Administrative Agent (or otherwise modify any provision of Article 11 or the application thereof)
without the written consent of Administrative Agent, and (C) (1) no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder, except that (x) the Loan Commitment or Pro Rata Share of such Lender may not be increased
or extended without the consent of such Lender, (y) the outstanding balance of such Lender’s Pro Rata Share of the Loan may
not be forgiven without the consent of such Lender, and (z) the interest rate on the Loan cannot be reduced unless the Defaulting
Lender is treated the same as all other Lenders; (2) each Lender is entitled to vote as such Lender sees fit on any bankruptcy
or insolvency reorganization plan that affects the Loan; (3) each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein; and (4) the Required Lenders may consent to allow
Borrowers to use cash collateral in the context of a bankruptcy or insolvency proceeding.


 


(c)           Each
waiver or consent under any Loan Document (including the Recourse Guaranty Agreement) or the Environmental Indemnity Agreement
shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on
any Borrower or any other Borrower Party shall entitle such Person to any notice or demand in the same, similar or other circumstances.
No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise
of any other right.


 




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(d)           This
Agreement and the other Loan Documents and the Environmental Indemnity Agreement shall not be executed, entered into, altered,
amended, or modified by electronic means. Without limiting the generality of the foregoing, Borrowers, Administrative Agent, and
each Lender hereby agree that the transactions contemplated by this Agreement shall not be conducted by electronic means, except
as specifically set forth in Section 11.1 regarding notices. Any reference to a Loan Document or the Environmental Indemnity
Agreement, whether in this Agreement or in any other Loan Document or the Environmental Indemnity Agreement, shall be deemed to
be a reference to such Loan Document or the Environmental Indemnity Agreement as it may hereafter from time to time be amended,
modified, supplemented and restated in accordance with the terms hereof.


 


(e)           Unless
also consented to in writing by such Secured Hedge Provider or by CONA in the case of a Secured Hedge Agreement provided or arranged
by CONA or an Affiliate of CONA, no such amendment, waiver or consent with respect to this Agreement or any other Loan Document
or the Environmental Indemnity Agreement shall (i) alter the ratable treatment of Obligations arising under the Secured Hedge Agreement
such that such Obligations become junior in right of payment to principal on the Loan or (ii) result in Obligations owing to any
Secured Hedge Provider becoming unsecured (other than releases of Liens applicable to all Lenders and otherwise permitted in accordance
with the terms hereof), in each case in a manner adverse to such Secured Hedge Provider.


 


(f)            Notwithstanding
anything to the contrary contained in this Section 11.2, Agent and Borrowers may amend or modify this Agreement and any
other Loan Document to (1) cure any ambiguity, omission, defect or inconsistency therein so long such amendment, modification or
supplement is not adverse to the interests of Lenders and (2) grant a new Lien for the benefit of the Secured Parties, extend an
existing Lien over additional property for the benefit of the Secured Parties or join additional Persons as Borrower Parties.


 




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(g)           In
the event that any Lender (a “Non-Consenting Lender”) fails to consent to any proposed amendment, modification,
termination, waiver or consent with respect to any provision hereof or of any other Loan Document that requires the unanimous approval
of all of Lenders or the approval of all of Lenders directly affected thereby, in each case, in accordance with the terms of this
Section, Borrowers shall be permitted to (i) so long as no Event of Default then exists, repay in full all outstanding Obligations
owed to such Lender and terminate in full all Commitments held by such Non-Consenting Lenders, or (ii) require such Non-Consenting
Lender to assign its applicable pro rata share of the Loan, to one or more financial institutions reasonably satisfactory to Administrative
Agent, so long as the consent of the Required Lenders shall have been obtained with respect to such amendment, modification, termination,
waiver or consent; provided that (A) such assignment does not conflict with any Requirement of Law, (B) the assignee or assignees
shall purchase, at par, all Obligations with respect to the Loan owing to the Non-Consenting Lender pursuant to the Loan Documents
on or prior to the date of such assignment, (C) the assignee or assignees shall approve the proposed amendment, modification, termination,
waiver or consent, (D) the Non-Consenting Lender shall be obligated to make such assignment in accordance with the provisions of
Section 11.3(b) hereof (provided that Borrowers shall be obligated to pay the administrative fee referred to in Section
11.3(b)(iv) hereof), and (E) until such time as such assignment shall be consummated, Borrowers shall pay to the Non-Consenting
Lender all additional amounts (if any) required pursuant to Sections 2.8, 2.9, 2.10 and 2.17, as the
case may be. With respect to both (i) and (ii) above, (A) the Borrower Representative shall provide at least three (3) Business
Days’ prior notice to the Non-Consenting Lender of such repayment or assignment, (B) Borrowers shall be liable to the Non-Consenting
Lender for all costs payable to it hereunder and under the other Loan Documents (including, without limitation, any LIBOR Breakage),
and (C) any such repayment or assignment shall not be deemed to be a waiver of any rights that Borrowers, Administrative Agent
or any other Lender shall have against the Non-Consenting Lender. In the event any Non-Consenting Lender fails to execute the agreements
required under Section 11.3 hereof in connection with an assignment pursuant to this Section, the Borrower Representative
may, upon two (2) Business Days’ prior notice to the Non-Consenting Lender, execute such agreements on behalf of the Non-Consenting
Lender, and each such Lender hereby grants to the Borrower Representative an irrevocable power of attorney (which shall be coupled
with an interest) for such purpose.


 


(h)           If
a Lender does not notify or inform Administrative Agent of whether or not it consents to, or approves of or agrees to any matter
of any nature whatsoever with respect to which the unanimous consent, approval or agreement of all Lenders is required under the
express provisions of this Agreement, within ten (10) Business Days (or such longer period as may be specified by Administrative
Agent) after such unanimous Lender consent, approval or agreement is requested by Administrative Agent, such Lender shall be deemed
to have rejected such request for consent, approval or agreement, as the case may be, with respect to the matter in question. For
any matter not expressly requiring the unanimous consent of all Lenders, if a Lender does not notify or inform Administrative Agent
of whether or not it consents to, or approves of or agrees to any matter of any nature whatsoever with respect to which its consent,
approval or agreement is required under the express provisions of this Agreement or with respect to which its consent, approval
or agreement is otherwise requested by Administrative Agent, in each case, with the following language prominently displayed at
the top and on the cover of any such request in ALL CAPS, boldface, 14 point type or larger: “IMMEDIATE RESPONSE REQUIRED,
CONSENT DEEMED GIVEN IF NO RESPONSE WITHIN 10 BUSINESS DAYS” in connection with the Loan or any matter pertaining to
the Loan, within ten (10) Business Days (or such longer period as may be specified by Administrative Agent) after such consent,
approval or agreement is requested by Administrative Agent, then Administrative Agent shall provide a second request for consent,
approval or agreement to such Lender, in each case, with the following language prominently displayed at the top and on the cover
of any such request in ALL CAPS, boldface, 14 point type or larger: “IMMEDIATE RESPONSE REQUIRED, CONSENT DEEMED GIVEN
IF NO RESPONSE WITHIN 5 BUSINESS DAYS”, and if such Lender does not notify or inform Administrative Agent of whether
it consents, approves or agrees within five (5) Business Days of such second request, Lender shall be deemed to have given its
consent, approval or agreement, as the case may be, with respect to the matter in question.


 




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Section 11.3         Successors
and Assigns.


 


(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that none of Borrowers may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) of this Section 11.3, (ii)
by way of participation in accordance with the provisions of clause (e) of this Section 11.3, and (iii) by way of pledge
or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender in accordance
with the provisions of clause (g) of this Section 11.3 (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in and permitted
by clause (e) of this Section 11.3 and, to the extent expressly contemplated hereby, the Affiliates of each of Administrative
Agent and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its pro rata share of the Loan at the time owing to it); provided that:


 


(i)          (A)
in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable portion of the Loan at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund, no minimum amount
need be assigned and (B) in any case not described in clause (b)(i)(A) above, a portion of the principal outstanding balance of
the pro rata portion of the Loan held by the assigning Lender subject to each assignment (determined as of the date the Assignment
Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified
in the Assignment Agreement, as of the Trade Date) provided such portion shall not be less than $1,000,000 (unless Administrative
Agent and, so long as no Event of Default is continuing, Borrower Representative otherwise consents, such consent not to be unreasonably
withheld or delayed);


 


(ii)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(iii)        no
consent shall be required for any assignment except to the extent required by Section 11.3(b)(i) and, in addition:


 


(A)         so
long as no Event of Default is continuing, the consent of the Borrower Representative (such consent not to be unreasonably withheld
or delayed) shall be required unless such assignment is to a Lender, an Affiliate of a Lender, or an Approved Fund of any existing
Lender; provided that the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof; provided,
further, that Borrowers’ consent shall not be required during the primary syndication of the Loan; and


 


(B)         the
consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in
respect of the Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.


 




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(iv)        the
parties to each assignment shall execute and deliver to Administrative Agent an Assignment Agreement, with such assignment becoming
effective upon written acknowledgement and acceptance by Administrative Agent (and receipt of all applicable consents required
pursuant to the terms hereof), together with an administrative fee of $3,500 (other than for assignments to Lenders or Affiliates
(including any Approved Fund) of Lenders), and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative
Agent an Administrative Questionnaire; and


 


(v)         If
required by Requirement of Law, each Lender shall, and shall cause each of its assignees to, provide to Administrative Agent on
or prior to the effective date of any assignment an appropriate form supporting such Lender’s or assignee’s position
that no withholding by the Borrower Representative or Administrative Agent for income tax payable by such Lender or assignee in
respect of amounts received by it hereunder is required.


 


(c)           Subject
to acceptance and recording thereof by Administrative Agent pursuant to clause (d) of this Section 11.3, from and after
the effective date specified in each Assignment Agreement for purposes of which each Lender agrees to provide Administrative Agent
prompt written notice of any assignments of its interests hereunder, the Eligible Assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement,
be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to
be entitled to the benefits of Sections 2.8, and 2.9 hereof with respect to facts and circumstances occurring prior
to the effective date of such assignment.


 


(d)           Administrative
Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices specified in Section 11.1,
a copy of each Assignment Agreement delivered to it and the Register required pursuant to Section 2.12(b).


 


(e)           Any
Lender may at any time, without the consent of, or notice to, Borrowers or Administrative Agent sell participations to any Person
(other than a natural person or Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments
and/or the applicable portion of the Loan owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Guarantor, Borrowers, Administrative 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. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver with respect to the right to approve or disapprove decreases in the interest rate, increases in the principal amount
of the Loan participated in by such Participant, decreases in fees, extensions of any Maturity Date, or other dates of the scheduled
principal repayments of the Loan set forth in Section 2.3 hereof and any release of all or substantially all of the Collateral
for the Loan (other than Collateral disposed of in accordance with the provisions of this Agreement). Each Lender, acting solely
for this purpose as an agent of Borrowers, shall maintain at one of its offices a register for the recordation of the names and
addresses of its Participants, and the principal amount and stated interest of each Participant’s interest in the Loan or
other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall
have any obligation to disclose all or any portion of the Participant Register (including the of any Participant or any information
relating to a Participant’s interest in any Loan Commitments, the Loan, or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such Loan Commitment, the Loan, or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.


 




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(f)            [Reserved].


 


(g)           Certain
Pledges. In addition to the assignments and participations permitted under the foregoing provisions of this Section 11.3
(but without being subject thereto):


 


(i)          Any
Lender may (without notice to Borrowers, Administrative Agent or any other Lender and without payment of any fee) assign and
pledge all or any portion of its Pro Rata Share of the Loan and its Note to any Federal Reserve Bank as collateral security pursuant
to Regulation A and any operating circular issued by such Federal Reserve Bank, and such Pro Rata Share of the Loan and Note shall
be fully transferable as provided therein. No such assignment shall release the assigning Lender from its obligations hereunder.


 


(ii)         Any
Lender may pledge its Pro Rata Share of the Loan and its Note to any Person that has provided a credit facility or source of liquidity
to such Lender. No such pledge shall release the assigning Lender from its obligations hereunder. Any subsequent assignment upon
the exercise of pledge remedies shall be subject to the terms of Section 11.3(b).


 


(h)           Subject
to the confidentiality provisions set forth herein, Lender may furnish any information concerning Borrowers or any of their Affiliates
in the possession of such Lender from time to time to assignees, participants and pledgees, including prospective assignees, participants
and to Borrowers or Affiliates. Anything in this Section 11.3 to the contrary notwithstanding, no Lender may assign or participate
any interest in any Loan held by it hereunder to Borrowers or any of their Affiliates without the prior written consent of each
Lender.


 




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Section 11.4         Indemnity.


 


(a)           Each
Borrower Party agrees to indemnify, hold harmless and defend Administrative Agent, each Lender and each of their respective Related
Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage
commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter
relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof),
the use or intended use of the proceeds of any Loan or any securities filing of, or with respect to, any Borrower Party, (ii) [reserved],
(iii)  any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee
or any of its Related Persons, any holders of securities or creditors (and including reasonable, out-of-pocket, attorneys’
fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not
based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law,
equity, contract, tort or otherwise; or (iv) any other act, event or transaction related, contemplated in or attendant to
any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that no Borrower Party
shall have any liability under this Section 11.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee
shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such
liability has resulted from (x) the gross negligence or willful misconduct of any Indemnitee, as determined by a court of competent
jurisdiction in a final non-appealable judgment or order or (y) any dispute solely between or among Indemnitees that has not resulted
from an action or omission by any Borrower Party as determined by a court of competent jurisdiction in a final non-appealable judgment
or order, except that Administrative Agent shall remain indemnified in such capacity. Furthermore, each Borrower and each other
Borrower Party executing this Agreement waives and agrees not to assert against any Indemnitee, any right of contribution with
respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. For purposes of this Section
11.4, Liabilities shall not include any amount for or on account of Excluded Taxes or Taxes specifically addressed in Section
2.17.


 


(b)           Without
limiting the foregoing, “Indemnified Matters” includes all matters subject to indemnification under the Environmental
Indemnity Agreement.


 


Section 11.5         Debtor-Creditor
Relationship. The relationship between Lenders and Administrative Agent, on the one hand, and Borrowers, on the other hand,
is solely that of debtor and creditor. No Secured Party has any fiduciary relationship or duty to any Borrower or any other Borrower
Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties
and Borrowers and any of the other Borrower Parties by virtue of, any Loan Document, the Environmental Indemnity Agreement or any
transaction contemplated therein.


 


Section 11.6         Right
of Setoff. Each of Administrative Agent, each Lender, and each Affiliate (including each branch office thereof) of any
of them is hereby authorized, without notice or demand (each of which is hereby waived by Borrowers), at any time after an Event
of Default and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable
Requirements of Law (including with respect to Medicare or Medicaid), to set off and apply any and all deposits of Borrowers (whether
general or special, time or demand, provisional or final) at any time held and other indebtedness, claims or other obligations
at any time owing by Administrative Agent, such Lender, or any of their respective Affiliates to or for the credit or the account
of Borrowers against any Obligation of any Borrower or any other Borrower Party now or hereafter existing, whether or not any demand
was made under any Loan Document or the Environmental Indemnity Agreement with respect to such Obligation. Each of Administrative
Agent and each Lender agrees promptly to notify Borrowers and Administrative Agent after any such setoff and application made by
such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff
and application. The rights under this Section 11.6 are in addition to any other rights and remedies (including other rights
of setoff) that Administrative Agent, Lenders, and their Affiliates and other Secured Parties may have.


 




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Section 11.7         Sharing
of Payments, Etc. If any Lender, directly or through an affiliate or branch office thereof, obtains any payment of any
Obligation of any Borrower or any other Borrower Party (whether voluntary, involuntary or through the exercise of any right of
setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than
pursuant to Section 2.8 (Increased Costs), 2.10 (Interest Rate Protection) and Section 2.11 (Libor Breakage
Amount) and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been
distributed by, Administrative Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash
from other Secured Parties such participations in their Obligations as necessary for such Lender to share such excess payment with
such Secured Parties to ensure such payment is applied as though it had been received by Administrative Agent and applied in accordance
with this Agreement (or, if such application would then be at the discretion of Borrowers, applied to repay the Obligations in
accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender in whole
or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest
and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights
of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor
of Borrowers in the amount of such participation.


 


Section 11.8         Marshaling;
Payments Set Aside. No Secured Party shall be under any obligation to marshal any property in favor of any Borrower or
any other Borrower Party or any other party or against or in payment of any Obligation. To the extent that any Secured Party receives
a payment from any Borrower or any other Borrower Party, from the proceeds of the Collateral, from the exercise of its rights of
setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of
such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor,
shall be revived and continued in full force and effect as if such payment had not occurred.


 




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Section 11.9         Limitation
on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements
between Borrowers, Administrative Agent and Lenders with respect to the Loan are hereby expressly limited so that in no event,
whether by reason of acceleration of maturity or otherwise, shall the amount paid or agreed to be paid to Administrative Agent
and any Lender or charged by Administrative Agent or any Lender for the use, forbearance or detention of the money to be lent hereunder
or otherwise, exceed the maximum amount allowed by law. If the Loan would be usurious under applicable law (including the laws
of the State of New York and the laws of the United States of America), then, notwithstanding anything to the contrary in the Loan
Documents: (a) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken,
reserved, charged or received under the Loan Documents and the Environmental Indemnity Agreement shall under no circumstances exceed
the maximum amount of interest allowed by applicable law, and any excess shall be credited on the Note by the holder thereof (or,
if the Note has been paid in full, refunded to Borrowers); and (b) if maturity is accelerated by reason of an election by Administrative
Agent permitted by the express terms of the Loan Documents, or in the event of any prepayment, then any consideration which constitutes
interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest, if any, provided
for in the Loan Documents and the Environmental Indemnity Agreement, or otherwise, to the extent permitted by applicable law, shall
be amortized, prorated, allocated and spread from the date of advance until payment in full so that the actual rate of interest
is uniform through the term hereof. If such amortization, proration, allocation and spreading is not permitted under applicable
law, then such excess interest shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore
paid, shall be credited on the Note (or, if the Note has been paid in full, refunded to Borrowers). The terms and provisions of
this Section 11.9 shall control and supersede every other provision of the Loan Documents. The Loan Documents and the Environmental
Indemnity Agreement are contracts made under and shall be construed in accordance with and governed by the laws of the State of
New York, except that if at any time the laws of the United States of America permit Administrative Agent or Lenders to contract
for, take, reserve, charge or receive a higher rate of interest than is allowed by the laws of the State of New York (whether such
federal laws directly so provide or refer to the law of any state), then such federal laws shall to such extent govern as to the
rate of interest which Administrative Agent or Lenders may contract for, take, reserve, charge or receive under the Loan Documents
and the Environmental Indemnity Agreement.


 


Section 11.10      Invalid
Provisions. If any provision of any Loan Document or the Environmental Indemnity Agreement is held to be illegal, invalid
or unenforceable, such provision shall be fully severable; the Environmental Indemnity Agreement and the Loan Documents shall be
construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part thereof; the remaining
provisions thereof shall remain in full effect and shall not be affected by the illegal, invalid, or unenforceable provision or
by its severance therefrom; and in lieu of such illegal, invalid or unenforceable provision there shall be added automatically
as a part of such Environmental Indemnity Agreement and/or such Loan Document a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible to be legal, valid and enforceable.


 




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Section 11.11       Reimbursement
of Expenses.


 


(a)          Any
action taken by any Borrower or any other Borrower Party under or with respect to any Loan Document, the Environmental Indemnity
Agreement, even if required under any Loan Document or the Environmental Indemnity Agreement or at the request of any Secured Party,
shall be at the expense of or such Borrower or Borrower Party, and no Secured Party shall be required under any Loan Document or
the Environmental Indemnity Agreement to reimburse any Borrower or any other Borrower Party therefor except as expressly provided
therein. In addition, Borrowers jointly and severally agree to pay or reimburse upon demand, except as expressly otherwise provided
herein (a) Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its
Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation
or administration of, any modification of any term of or termination of, any Loan Document or the Environmental Indemnity Agreement,
any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration
of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments
limited to once per year absent an Event of Default), in each case including the reasonable fees, charges and disbursements of
legal counsel to Administrative Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks®,
Syndtrak®, or any other E-System and allocated to the Loan by Administrative Agent in its sole discretion and fees, charges
and disbursements of the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them
or any of their Related Persons, (b) Administrative Agent and each Lender for all reasonable costs and expenses incurred by them
or any of their Related Persons in connection with internal audit reviews, field examinations, financial investigation, and Collateral
examinations, including, without limitation, any tax service company, (c) each of Administrative Agent, its Related Persons, and
each Lender for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy with
respect to any Obligation, the Collateral or under any Loan Document or the Environmental Indemnity Agreement, or any other related
right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect
to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Borrower Party, any Loan Document, the Environmental
Indemnity Agreement, any Obligation or related transaction (or the response to and preparation for any subpoena or request for
document production relating thereto), including reasonable fees and disbursements of outside counsel, (d) costs incurred in connection
with settlement of condemnation and casualty awards, premiums for title insurance and endorsements thereto, and (e) fees and costs
for Uniform Commercial Code and litigation searches and background checks customarily undertaken by Administrative Agent or any
Lenders.


 


(b)          Borrowers
shall also pay to Administrative Agent on each Payment Date during the term of the Loan, in addition to all other amounts due under
the Loan Documents, the sum of One Hundred Fifty and No/100 Dollars ($150.00) per Project, which Administrative Agent shall
apply against the cost and expenses incurred in connection with the annual on-site audit and inspection of the Projects.


 


Section 11.12       Approvals;
Third Parties; Conditions. All approval rights retained or exercised by Administrative Agent or Lenders with respect to
Leases, contracts, plans, studies and other matters are solely to facilitate Administrative Agent’s and Lenders’ credit
underwriting, and shall not be deemed or construed as a determination that Administrative Agent or Lenders have passed on the adequacy
thereof for any other purpose and may not be relied upon by Borrowers or any other Person. This Agreement is for the sole and exclusive
use of Administrative Agent (and its successors and permitted assigns), Lenders (and their successors and permitted assigns and
participants), and Borrowers and may not be enforced, nor relied upon, by any Person other than Administrative Agent (and its successors
and permitted assigns), Lenders (and their successors and permitted assigns and participants), and Borrowers. All conditions of
the obligations of Administrative Agent and Lenders hereunder, including the obligation to make advances, are imposed solely and
exclusively for the benefit of Administrative Agent and Lenders, their successors and assigns, and no other Person shall have standing
to require satisfaction of such conditions or be entitled to assume that any Lender will refuse to make advances in the absence
of strict compliance with any or all of such conditions, and no other Person shall, under any circumstances, be deemed to be a
beneficiary of such conditions, any and all of which may be freely waived in whole or in part by any Lender at any time in such
Lender’s sole discretion.


 




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Section 11.13      Administrative
Agent and Lenders Not in Control; No Partnership. None of the covenants or other provisions contained in this Agreement
shall, or shall be deemed to, give Administrative Agent or Lenders the right or power to exercise control over the affairs or management
of Borrowers, the power of Administrative Agent and Lenders being limited to the rights to exercise the remedies referred to in
the Environmental Indemnity Agreement or the Loan Documents. No covenant or provision of the Environmental Indemnity Agreement
or the Loan Documents is intended, nor shall it be deemed or construed, to create a partnership, joint venture, agency or common
interest in profits or income among Administrative Agent and Lenders or any of them, on the one hand, and Borrowers, on the other
hand, or to create an equity interest in the Projects in Administrative Agent or any Lender. None of Administrative Agent nor any
Lender undertakes or assumes any responsibility or duty to Borrowers or to any other Person with respect to the Projects or the
Loan, except as expressly provided in the Environmental Indemnity Agreement and the Loan Documents; and notwithstanding any other
provision of the Environmental Indemnity Agreement or the Loan Documents: (a) none of Administrative Agent or any Lender are, and
shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or other business associate or participant
of any kind of Borrowers or Borrowers’ stockholders, members, or partners and Administrative Agent and Lenders do not intend
to ever assume such status; (b) Administrative Agent and Lenders shall in no event be liable for any Debts, expenses or losses
incurred or sustained by Borrowers; and (c) Administrative Agent and Lenders shall not be deemed responsible for or a participant
in any acts, omissions or decisions of Borrowers or any Borrower’s stockholders, members, or partners. Administrative Agent
and Lenders and Borrowers disclaim any intention to create any partnership, joint venture, agency or common interest in profits
or income among Administrative Agent and Lenders or any of them, on the one hand, and Borrowers, on the other hand, or to create
an equity interest in the Projects in Administrative Agent or Lenders, or any sharing of liabilities, losses, costs or expenses.


 


Section 11.14      Contest
of Certain Claims. Borrowers may contest the validity of Taxes or any mechanic’s or materialman’s or other
lien asserted against the Project so long as (a) Borrowers notify Administrative Agent that they intend to contest such Taxes or
liens, as applicable, (b) Borrowers provide Administrative Agent with an indemnity, bond or other security reasonably satisfactory
to Administrative Agent assuring the discharge of Borrowers’ obligations for such Taxes or liens, as applicable, including
interest and penalties, (c) Borrowers are diligently contesting the same by appropriate legal proceedings in good faith and at
their own expense and conclude such contest prior to the tenth (10th) day preceding the earlier to occur of the Maturity Date or
the date on which any Project are scheduled to be sold for non-payment, and (d) Borrowers promptly upon final judicial determination
thereof pay the amount of any such Taxes or liens, as applicable, together with all costs, interest and penalties which may be
payable in connection therewith. Notwithstanding the foregoing, Borrowers shall immediately upon request of Administrative Agent
pay any such Taxes or liens, as applicable, notwithstanding such contest if, in the opinion of Administrative Agent, any Project
or any part thereof or interest therein may be in danger of being sold, forfeited, foreclosed, terminated, canceled or lost. Administrative
Agent may pay over any cash deposit or part thereof to the claimant entitled thereto at any time when, in the reasonable judgment
of Administrative Agent, the entitlement of such claimant is established.


 




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Section 11.15       Time
of the Essence. Time is of the essence with respect to this Agreement.


 


Section 11.16      Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or
in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)           the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)           the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)          a
reduction in full or in part or cancellation of any such liability;


 


(ii)         a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


Section 11.17       Renewal,
Extension or Rearrangement. All provisions of the Environmental Indemnity Agreement and the Loan Documents shall apply
with equal effect to each and all promissory notes and amendments thereof hereinafter executed which in whole or in part represent
a renewal, extension, increase or rearrangement of the Loan.


 


Section 11.18       Waivers.


 


(a)           No
course of dealing on the part of Administrative Agent or Lenders or their respective officers, employees, consultants or agents,
nor any failure or delay by Administrative Agent or any Lender with respect to exercising any right, power or privilege of Administrative
Agent or Lenders under the Environmental Indemnity Agreement and any of the Loan Documents, shall operate as a waiver thereof.


 




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(b)           Each
Borrower hereby waives any right under the UCC or any other applicable law to receive notice and/or copies of any filed or recorded
financing statements, amendments thereto, continuations thereof or termination statements and releases and excuses Administrative
Agent and each Lender from any obligation under the UCC or any other applicable law to provide notice or a copy of any such filed
or recorded documents.


 


Section 11.19       Cumulative
Rights; Joint and Several Liability. Rights and remedies of Administrative Agent (on behalf of Lenders) under the Environmental
Indemnity Agreement and the Loan Documents shall be cumulative, and the exercise or partial exercise of any such right or remedy
shall not preclude the exercise of any other right or remedy. If more than one person or entity has executed this Agreement as
a “Borrower”, the obligations of all such persons or entities hereunder shall be joint and several.


 


Section 11.20       Joint
and Several Liability of all Borrowers.


 


(a)           Each
of Borrowers is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided
by Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the
undertakings of each Borrower to accept joint and several liability for the obligations of each of them.


 


(b)           Each
Borrower hereby agrees such Borrower is, and each such Borrower’s successors and assigns are, jointly and severally liable
for, and hereby absolutely and unconditionally guarantees to Administrative Agent and Lenders and their respective successors and
assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all of the
Indebtedness and all other Obligations of Borrowers under any Loan or other Borrower Party under a Secured Hedge Agreement, it
being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower
without preferences or distinction among them. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty
of payment and performance and not of collection, that its obligations under this Section 11.20 shall not be discharged
until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 11.20
shall be absolute and unconditional.


 


(c)           If
and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations hereunder as and when
due or to perform any of such Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will
make such payment with respect to, or perform, such Obligation.


 


(d)           Subject
to Section 12.1 hereof, the guaranty obligations of each Borrower under the provisions of this Section 11.20 constitute
full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective
of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever (except the defense of payment),
including the following:


 


(i)          the
genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document,
the Environmental Indemnity Agreement, or any other agreement, document or instrument to which any other Borrower is or may become
a party;


 




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(ii)         the
absence of any action to enforce this Agreement (including this Section 11.19) or any other Loan Document or the waiver
or consent by Administrative Agent and Lenders with respect to any of the provisions thereof;


 


(iii)        the
existence, value or condition of, or failure to perfect any lien or any security for the Obligations or any action, or the absence
of any action, by Administrative Agent and Lenders in respect thereof (including the release of any such security);


 


(iv)        the
insolvency of any other Borrower;


 


(v)         the
institution of any proceeding under the Federal Bankruptcy Code, or any similar proceeding, by or against a Borrower or Administrative
Agent’s election in any such proceeding of the application of Section 1111(b)(2) of the Federal Bankruptcy Code;


 


(vi)        any
borrowing or grant of a security interest by any Borrower as debtor-in-possession, under Section 364 of the Federal Bankruptcy
Code;


 


(vii)       the
disallowance, under Section 502 of the Federal Bankruptcy Code, of all or any portion of Administrative Agent’s claim(s)
for repayment of any of the Obligations; or


 


(viii)      any
other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor
other than the payment and performance, in full, of the Obligations.


 


Each Borrower shall be regarded, and shall
be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.


 




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(e)           Except
as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several liability, notice
of occurrence of any Potential Default or Event of Default (except to the extent notice is expressly required to be given pursuant
to the terms of this Agreement), or of any demand for any payment under this Agreement (except to the extent demand is expressly
required to be given pursuant to the terms of this Agreement), notice of any action at any time taken or omitted by Administrative
Agent or any Lender under or in respect of any of the Obligations hereunder, any requirement of diligence and, generally, all demands,
notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice
of, any extension or postponement of the time for the payment of any of the Obligations hereunder, the acceptance of any partial
payment thereon, any waiver, consent or other action or acquiescence by Lenders at any time or times in respect of any default
by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all
other indulgences whatsoever by Administrative Agent or Lenders in respect of any of the Obligations hereunder, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of any security for any of such Obligations or the
addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each
Borrower assents to any other action or delay in acting or any failure to act on the part of Administrative Agent or any Lender,
including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws
or regulations thereunder which might, but for the provisions of this Section 11.20, afford grounds for terminating, discharging
or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.20, it being the intention
of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this
Section 11.20 shall not be discharged except by performance and then only to the extent of such performance. The obligations
of each Borrower under this Section 11.20 shall not be diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Administrative Agent or any Lender.
The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption,
merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower,
Administrative Agent or any Lender.


 


(f)            Notwithstanding
anything to the contrary in this Agreement or in any other Loan Document or the Environmental Indemnity Agreement, and except as
set forth in Section 11.20(j), each Borrower hereby expressly and irrevocably subordinates to payment of the Obligations
any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and
any and all defenses available to a surety, guarantor or accommodation co-obligor until the Obligations are indefeasibly paid in
full in cash. Each Borrower acknowledges and agrees that this subordination is intended to benefit Administrative Agent and Lenders
and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 11.20,
and that Administrative Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the
waivers and agreements set forth in this Section 11.20. For the avoidance of doubt, Borrowers hereby agree to the foregoing
subordination.


 


(g)           If
Administrative Agent or any Lender may, under applicable Law, proceed to realize its benefits under any of the Loan Documents or
the Environmental Indemnity Agreement giving Administrative Agent or such Lender a lien upon any Collateral, whether owned by any
Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Administrative Agent or
any Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights
and remedies under this Section 11.20. If, in the exercise of any of its rights and remedies, Administrative Agent or any
Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against any Borrower or
any other Person, whether because of any applicable Laws pertaining to “election of remedies” or the like, each Borrower
hereby consents to such action by Administrative Agent or such Lender and waives any claim based upon such action, even if such
action by Administrative Agent or such Lender shall result in a full or partial loss of any rights of subrogation that each Borrower
might otherwise have had but for such action by Administrative Agent or such Lender. Any election of remedies that results in the
denial or impairment of the right of Administrative Agent or any Lender to seek a deficiency judgment against any Borrower shall
not impair any other Borrower’s obligation to pay the full amount of the Obligations. In the event Administrative Agent or
any Lender shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents,
Administrative Agent or such Lender may bid all or less than the amount of the Obligations and the amount of such bid need not
be paid by Administrative Agent or such Lender but shall be credited against the Obligations. The amount of the successful bid
at any such sale, whether Administrative Agent, Lender or any other party is the successful bidder, shall be conclusively deemed
to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Obligations
shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 11.20, notwithstanding that
any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which
Administrative Agent or any Lenders might otherwise be entitled but for such bidding at any such sale.


 




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(h)           The
provisions of this Section 11.20 are made for the benefit of Administrative Agent, Lenders and their respective successors
and assigns, and may be enforced by any such Person from time to time against any of the applicable Borrowers as often as occasion
therefor may arise and without requirement on the part of Administrative Agent or any Lender first to marshal any of its claims
or to exercise any of its rights against any of the other Borrowers or to exhaust any remedies available to it against any of the
other Borrowers or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other
remedy. The provisions of this Section 11.20 shall remain in effect until all the Obligations hereunder shall have been
paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations,
is rescinded or must otherwise be restored or returned by Lenders upon the insolvency, bankruptcy or reorganization of any of Borrowers,
or otherwise, the provisions of this Section 11.20 will forthwith be reinstated and in effect as though such payment had
not been made.


 


(i)            Each
Borrower’s liability under this Section 11.20 shall be limited to an amount not to exceed as of any date of determination
the greater of the following:


 


(i)          the
Allocated Loan Amount for the Project owned by such Borrower; and


 


(ii)         the
amount that could be claimed by Administrative Agent and any Lender from such Borrower under this Section 11.20 without
rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state
Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account,
among other things, such Borrower’s right of contribution and indemnification from each other Borrower under Section 11.20(j)
below.


 


(j)            Contribution
with Respect to Guaranty Obligations:


 


(i)          To
the extent that any Borrower (the “Overpaying Borrower”) incurs (i) any payment in excess of its Allocated
Loan Amount, or (ii) a loss of its Collateral due to the foreclosure (or other realization by Lenders) of, or the delivery of deeds
in lieu of foreclosure relating to it Collateral, and the value of such Collateral exceeded its Allocated Loan Amount (the “Overpayment
Amount”), then such Overpaying Borrower shall be entitled, after indefeasible payment in full and the satisfaction
of all Obligations to Lenders under this Agreement, to contribution from each of the benefited Borrowers, on a pro rata basis,
for the amounts so paid, advanced or benefited, in an amount equal to the difference between the Overpayment Amount and such benefited
Borrower’s then current Allocated Loan Amount. Any such contribution payments shall be made within ten (10) Business Days
after demand therefor.


 




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(ii)         This
Section 11.20(j) is intended only to define the relative rights of Borrowers and nothing set forth in this Section 11.20(j)
is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay any amounts as and when the same shall
become due and payable in accordance with the terms of this Agreement, including Section 11.20(a) above. Nothing contained
in this Section 11.20(j) shall limit the liability of any Borrower to pay all or any part of the Loan made directly or indirectly
to that Borrower and accrued interest, fees and expenses with respect thereto for which such Borrower shall be primarily liable.


 


(iii)        The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of Borrower to
which such contribution and indemnification is owing.


 


(iv)        The
rights of the indemnifying Borrowers against other Borrowers under this Section 11.20(j) shall be exercisable only upon
the full and indefeasible payment of the Obligations.


 


(k)           The
liability of Borrowers under this Section 11.20 is in addition to and shall be cumulative with all liabilities of each Borrower
to Administrative Agent and Lenders under this Agreement, the other Loan Documents and the Environmental Indemnity Agreement to
which such Borrower is a party or in respect of any Obligations or obligation of the other Borrowers, without any limitation as
to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.


 


(l)            Each
Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Borrower to honor all of its obligations in respect of Swap Obligations
under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section
11.20(l) for the maximum amount of such liability than can be hereby incurred without rendering its obligations under this
Section 11.20(l), voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.20(l) shall remain
in full force and effect until the guarantees in respect of Swap Obligations under each Secured Hedge Agreement have been discharged,
or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this
Section 11.20(l) constitute, and this Section 11.20(l) shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 




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Section 11.21      Singular
and Plural. Words used in this Agreement, the other Loan Documents and the Environmental Indemnity Agreement, in the singular,
where the context so permits, shall be deemed to include the plural and vice versa. The definitions of words in the singular in
this Agreement, the other Loan Documents, and the Environmental Indemnity Agreement shall apply to such words when used in the
plural where the context so permits and vice versa.


 


Section 11.22       Exhibits
and Schedules. The exhibits and schedules attached to this Agreement are incorporated herein and shall be considered a
part of this Agreement for the purposes stated herein.


 


Section 11.23      Titles
of Articles, Sections and Subsections. All titles or headings to articles, sections, subsections or other divisions of
this Agreement, the other Loan Documents, and the Environmental Indemnity Agreement or the exhibits hereto and thereto are only
for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of
such articles, sections, subsections or other divisions, such other content being controlling as to the agreement between the parties
hereto.


 


Section 11.24       Non-Public
Information; Confidentiality.


 


(a)           Non-Public
Information. Each of Administrative Agent and each Lender acknowledges and agrees that it may receive material non-public
information (“MNPI”) hereunder concerning the Borrower Parties and their Affiliates and agrees to use
such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States
federal and state security laws and regulations).


 


(b)           Confidential
Information. Each of Administrative Agent and each Lender severally agrees to maintain the confidentiality of information
obtained by it pursuant to any Loan Document, except that such information may be disclosed (i) with the Borrower Representative’s
consent, (ii) to Related Persons of such Lender, or Administrative Agent, as the case may be, that are advised of the confidential
nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii)
to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this
Section 11.24 or (B) available to such Lender, or Administrative Agent or any of their Related Persons, as the case may
be, from a source (other than any Borrower Party) not known by them to be subject to disclosure restrictions, (iv) to the extent
disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority,
provided that the applicable Borrower Party shall be given prior written notice thereof to the extent permitted by applicable Requirements
of Law or no Governmental Authority has requested otherwise, (v) to the extent necessary or customary for inclusion in league table
measurements, (vi) (A) to the National Association of Insurance Commissioners or any similar organization, any examiner or any
nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify
Borrower Parties, (vii) to current or prospective assignees, financing sources to any Lender, SPVs (including the investors or
prospective investors therein) or participants, direct or contractual counterparties to any Hedge Agreements and to their respective
Related Persons, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to
be bound by provisions substantially similar to the provisions of this Section 11.24 (and such Person may disclose information
to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto, and (ix) in connection
with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding
to which such Lender, or Administrative Agent or any of their Related Persons is a party or bound, or to the extent necessary to
respond to public statements or disclosures by Borrower Parties or their Related Persons referring to a Lender, or Administrative
Agent or any of their Related Persons. In the event of any conflict between the terms of this Section 11.24 and those of
any other contractual obligation entered into with any Borrower Party (whether or not a Loan Document), the terms of this Section
11.24 shall govern. This Section 11.24(b) shall survive the termination of this Agreement for a period of 12 months.


 




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(c)           Tombstones.
Each Borrower Party consents to the publication by Administrative Agent or any lead arranger named on the cover hereto of advertising
material relating to the financing transactions contemplated by this Agreement using any Borrower Party’s name, product photographs,
logo or trademark. Administrative Agent or such lead arranger shall provide a draft of any additional advertising material to Borrower
Representative for review and comment prior to the publication thereof.


 


(d)           Press
Release and Related Matters. No Borrower Party shall, and no Borrower Party shall permit any of its Affiliates to, issue
any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public
offering of securities of any Borrower Party) using the name, logo or otherwise referring to Administrative Agent or of any of
its Affiliates, the Loan Documents or any transaction contemplated therein to which Administrative Agent is party without the prior
consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) except to the extent required to do so
under applicable Requirements of Law and then, only after delivering a copy thereof to Administrative Agent. Neither Administrative
Agent nor any Lender shall issue any press release or other public disclosure with respect to the Loan Documents or any transaction
contemplated therein using the name, logo or otherwise referring to any Borrower Party or any terms and conditions with respect
to the Loan Documents without the prior consent of Borrower Representative except to the extent required to do so under applicable
Requirements of Law.


 


(e)           Distribution
of Materials to Lenders. The Borrower Parties acknowledge and agree that the Loan Documents and all reports, notices, communications
and other information or materials provided or delivered by, or on behalf of, the Borrower Parties hereunder (collectively, the
“Borrower Materials”) may be disseminated by, or on behalf of, Administrative Agent, and made available,
to Lenders by posting such Borrower Materials on an E-System. The Borrower Parties authorize Administrative Agent to download copies
of their logos from its website and post copies thereof on an E-System reasonably selected by Administrative Agent.


 




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Section 11.25      Survival.
All indemnities hereunder under the indemnification provisions of the other Loan Documents and under the Environmental Indemnity
Agreement, shall survive the repayment in full of the Loan and the release of the liens evidencing or securing the Loan, and shall
survive the transfer (by sale, foreclosure, conveyance in lieu of foreclosure or otherwise) of any or all right, title and interest
in and to the Projects to any party, whether or not an Affiliate of Borrower in accordance with the provisions of any such Loan
Document.


 


Section 11.26      Waiver
of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWERS, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE ENVIRONMENTAL INDEMNITY AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE
RIGHTS UNDER THE LOAN DOCUMENTS AND THE ENVIRONMENTAL INDEMNITY AGREEMENT OR IN ANY WAY RELATING TO THE LOAN OR THE PROJECT (INCLUDING,
WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS
FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR ADMINISTRATIVE AGENT AND EACH
LENDER TO ENTER INTO THIS AGREEMENT.


 


Section 11.27      Waiver
of Punitive or Consequential Damages. None of Administrative Agent, any Lender, nor Borrowers shall be responsible or liable
to the other or to any other Person for any punitive, exemplary or consequential damages which may be alleged as a result of the
Loan or the transaction contemplated hereby, including any breach or other default by any party hereto. Borrowers represent and
warrant to Administrative Agent and each Lender that as of the Closing Date neither Borrowers nor any other Borrower Party has
any claims against Administrative Agent or any Lender in connection with the Loan.


 


Section 11.28      Governing
Law. UNLESS OTHERWISE NOTED THEREIN TO THE CONTRARY, THE LOAN DOCUMENTS AND THE ENVIRONMENTAL INDEMNITY AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO NEW YORK’ PRINCIPLES OF CONFLICTS OF LAW) AND APPLICABLE UNITED
STATES FEDERAL LAW, EXCEPT FOR THOSE PROVISIONS IN THE LOAN DOCUMENTS AND, IF APPLICABLE, THE ENVIRONMENTAL INDEMNITY PERTAINING
TO THE CREATION, PERFECTION OR VALIDITY OF OR EXECUTION ON LIENS OR SECURITY INTERESTS ON PROPERTY LOCATED IN THE STATE WHERE THE
PROJECT IS LOCATED, WHICH PROVISIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE PROJECT
IS LOCATED AND APPLICABLE UNITED STATES FEDERAL LAW.


 


Section 11.29       Entire
Agreement. This Agreement, the other Loan Documents and the Environmental Indemnity Agreement embody the entire agreement
and understanding between Administrative Agent and each Lender and Borrowers and supersede all prior agreements and understandings
between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents and the Environmental Indemnity
Agreement may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are
no unwritten oral agreements between the parties.


 




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Section 11.30      Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute
one document.


 


Section 11.31      Consents
and Approvals. To the extent that Administrative Agent, Lenders and/or Required Lenders provide any consent or approval
as provided for in this Loan Agreement, such consent shall be limited to the specific matter approved and shall not be construed
to (a) relieve Borrowers from compliance with all of the other terms and obligations of the Loan Agreement, (b) constitute a consent
to any further similar action (as to which a prospective consent or approval shall be required and may not necessarily be granted),
or (c) constitute a consent to any other obligation to which any Lender may be a party.


 


Section 11.32       Effectiveness
of Facsimile Documents and Signatures. The Loan Documents and Environmental Indemnity Agreement may be transmitted and/or
signed by facsimile or electronic transmission. The effectiveness of any such documents and signatures shall, subject to applicable
Law, have the same force and effect as manually signed originals and shall be binding on all parties to the Loan Documents and
Environmental Indemnity Agreement, as applicable. Administrative Agent may also require that any such documents and signatures
be confirmed by a manually signed original thereof; provided, however, that the failure to request or deliver the same shall not
limit the effectiveness of any facsimile document, electronic transmission or signature.


 


Section 11.33      Venue.
EACH PARTY HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN,
STATE OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO ADMINISTRATIVE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY
SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH BORROWER
HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS. BORROWERS HEREBY AGREE THAT ALL SERVICE OF PROCESS MAY BE MADE UPON BORROWERS
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWERS, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND
SERVICE SO MADE SHALL BE DEEMED COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.


 


Section 11.34      Important
Information Regarding Procedures for Requesting Credit. Each of Administrative Agent and Lenders hereby notifies the Borrower
Parties that in order to help the government fight the funding of terrorism and money laundering activities, federal law requires
all financial institutions to obtain, verify and record information that identifies each individual or business that requests credit.
Accordingly, in connection with the loans or any other request for credit, Administrative Agent and Lenders will ask for the business
name, business address, Employer Identification Number, and other information which allows them to identify each Borrower Party,
and may ask for other identifying documents showing existence of each Borrower Party.


 




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Section 11.35      Method
of Payment. All amounts payable under this Agreement and the other Loan Documents must be paid by Borrowers in accordance
with Section 2.6(c). Payments in the form of cash, money order, third party payment, cashier’s check, a check drawn
on a foreign bank or non-bank financial institution, or any form of payment other than those provided in the preceding sentence
will not be accepted.


 


Section 11.36      Component
Note. Administrative Agent, without in any way limiting Administrative Agent’s other rights hereunder, in its sole
and absolute discretion, shall have the right at any time to require Borrowers to execute and deliver “component” notes
(including senior and junior notes) in replacement of the Note as evidence of the Loan, which notes may be paid in such order of
priority as may be designated by Administrative Agent, provided that (i) the aggregate principal amount of such “component”
notes shall equal the outstanding principal balance of the Loan immediately prior to the creation of such “component”
notes, plus any Loan Commitments of each Lender not yet funded, (ii) the weighted average interest rate of all such “component”
notes shall on the date created equal the interest rate which was applicable to the Loan immediately prior to the creation of such
“component” notes, (iii) the Debt Service on all such “component” notes shall on the date created equal
the Debt Service which was due under the Loan immediately prior to the creation of such component notes and (iv) the other terms
and provisions of each of the “component” notes shall be identical in substance and substantially similar in form to
the Loan Documents. Borrowers, at no or nominal cost and expense, shall cooperate with all reasonable requests of Administrative
Agent in order to establish the “component” notes and shall execute and deliver such documents as shall reasonably
be required by Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to Administrative
Agent, including, without limitation, the severance of security documents if requested. In the event Borrowers fail to execute
and deliver such documents to Administrative Agent within five (5) Business Days following such request by Administrative Agent,
Borrowers hereby absolutely and irrevocably appoint Administrative Agent as their true and lawful attorney, coupled with an interest,
in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrowers ratifying
all that such attorney shall do by virtue thereof.


 


Section 11.37      Post-Closing
Obligations of Borrowers. Notwithstanding the fact that Borrowers have not satisfied certain of the conditions to the advance
of the Loan proceeds as of the Closing Date, Lenders have agreed to advance the proceeds of the Loan to Borrowers, subject to the
satisfaction of the requirements set forth in Schedule 11.37 attached hereto.


 




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Section 11.38      Release
and Waiver Regarding Special Audits. Borrowers and Lenders acknowledge that from time to time during the term of the Loan,
one or more Lenders and/or Borrowers may request that CONA provide Borrower and/or Lenders (collectively, the “Recipient”)
with certain internally generated reports (whether oral and/or written, the “Reports”), which Reports
may include oral and/or written information, assessments, notes, memoranda and analyses prepared by employees of CONA for the limited
purpose of preparing an audit of the progress one or more of the Projects has made with respect to a plan of correction (or similar
remedied obligation of any Borrower or any Operator under any Healthcare Laws) that may be issued from time to time with respect
to any Project. With respect to any Reports that may be provided to the Recipient from time to time during the term of the Loan,
Lenders and Borrowers hereby acknowledge and agree as follows: (a) the Reports may be prepared based on procedures that may not
include all procedures deemed necessary for the Recipient’s own purposes; (b) CONA will not be able or willing to make any
recommendations based on the Reports and CONA shall not in any way be deemed a consultant, agent or other representative to the
Recipient in any manner; (c) the Recipient does not acquire any rights as a result of the disclosure of the Reports and its access
thereto, and CONA assumes no duties or obligations in connection with, or as a result of, such access; (d) the Recipient is not
entitled to rely on the Report; (e) the Recipient will not distribute or disclose the Reports or the information contained therein
to any third party, except if compelled by legal process, and it will, to the extent permitted by applicable Law, indemnify and
hold harmless CONA, together with its employees, officers, advisors and Affiliates from and against any and all claims, losses
or expenses (including attorneys’ fees) arising as a result of CONA having disclosed the Reports to the Recipient; (f) the
Recipient waives its right to recover from, and releases and discharges any legal action against, CONA with respect to any and
all suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries,
damages, settlement expenses or costs of whatever kind or nature, whether direct or indirect, known or unknown, contingent or otherwise,
including, without limitation, attorneys’ and experts’ fees and expenses, and investigation and remediation costs that
may arise on account of or in any way be connected with the Report; and (g) and with respect to the Reports, CONA is not acting
as an agent, fiduciary or representative for the Recipient, and the Recipient will (i) make its own independent investigation of
the subject matter of the Reports and (ii) be solely responsible for its own review, assessments, conclusions and decisions with
respect to the Loan, the Projects, Borrowers and/or Operator.


 


ARTICLE 12


 


LIMITATIONS ON LIABILITY


 


Section 12.1         Limitation
on Liability.


 


(a)           Subject
to the qualifications below, neither Administrative Agent nor any Lender shall enforce the liability and obligation of Borrowers
to perform and observe the Obligations by any action or proceeding wherein a money judgment shall be sought against Borrowers,
except that Administrative Agent and Lenders may bring a foreclosure action, an action for specific performance or any other appropriate
action or proceeding to enable Administrative Agent and Lenders to enforce and realize upon its interest under the Note, this Agreement,
the Mortgage and the other Loan Documents, or in the Projects, or any other Collateral given to Administrative Agent and Lenders
pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, (i) any judgment
in any such action or proceeding shall be enforceable against Borrowers only to the extent of Borrowers’ interest in the
Projects and in any other collateral given to Administrative Agent and Lenders to secure the Obligations, and (ii) Administrative
Agent and each Lender, as applicable, by accepting the Note, this Agreement, the Mortgage and the other Loan Documents, shall not
sue for, seek or demand any deficiency judgment against Borrowers in any such action or proceeding under or by reason of or under
or in connection with the Note, this Agreement, the Mortgage or the other Loan Documents.


 




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(b)           The
provisions of this Section 12.1 shall not, however, (i) constitute a waiver, release or impairment of any Obligation
evidenced or secured by any of the Loan Documents; (ii) impair the right of Administrative Agent or any Lender to name any
Borrower as a party defendant in any action or suit for foreclosure and sale under the Mortgage; (iii) affect the validity
or enforceability of any guaranty made in connection with the Loan or Obligations or any of the rights and remedies of Administrative
Agent or any Lender thereunder; (iv) impair the right of Administrative Agent or any Lender to obtain the appointment of a
receiver; (v) impair the enforcement of the assignment of leases and rents provisions set forth in the Mortgages; (vi) constitute
a prohibition against Administrative Agent or any Lender to commence any appropriate action or proceeding in order for Administrative
Agent or any Lender to exercise its remedies against any Project; or (vii) constitute a waiver of the right of Administrative
Agent or any Lender to enforce the liability and obligation of Borrowers, by money judgment or otherwise, to the extent of any
Liability, which may be imposed upon, incurred by or awarded against Administrative Agent or any Lender or any Affiliate thereof
as a result of, arising out of or in connection with (and Borrowers shall be personally liable and shall indemnify Administrative
Agent and such Lender for) the following:


 


(i)             any
failure by any Borrower or any other Borrower Party after the occurrence and during the continuance of any Event of Default to
apply any portion of the gross income from the Projects at any time received by any Borrower or any other Borrower Party or any
of their Affiliates to amounts due under the Loan or to customary operating expenses of the Projects or as otherwise permitted
under the Loan Documents;


 


(ii)            commission
of a criminal act by any Borrower Party, Guarantor or any Affiliate or agent of any Borrower Party or Guarantor (which agent is
under the control of such Borrower Party or such Guarantor) which results in the exercise by any Person of Forfeiture Rights with
respect to a Project;


 


(iii)           the
failure by any Borrower or any other Borrower Party to apply any insurance proceeds and condemnation awards in accordance with
the terms of the Loan Documents;


 


(iv)           any
intentional material misrepresentation by any Borrower or any other Borrower Party made in or in connection with the Loan Documents
or the Loan;


 


(v)            any
assertion of defenses or counterclaims made by any Borrower Party in bad faith (as reasonably determined by Administrative Agent)
that hinders, delays or interferes in any material respect with the enforcement by Administrative Agent or Lender of its rights
under the Loan Documents or the realization of the Collateral;


 




    	 	131	 



     


    

 


(vi)           any
Borrower’s failure to turn over to Administrative Agent all Security Deposits upon Administrative Agent’s demand following
an Event of Default except to the extent such Security Deposits were applied in accordance with the terms and conditions of any
of the applicable leases prior to the occurrence of the Event of Default;


 


(vii)          to
the extent of the income received from its respective Project and after payment of scheduled debt service on the Loan, any Borrower’s
failure to maintain insurance as required by the Loan Agreement unless such failure arises because Lender does not provide any
Borrower funds pursuant to Section 3.4 to make such payments;


 


(viii)         Borrowers’
failure to pay any Taxes or assessments affecting the Projects before the delinquency thereof, in each case (1) to the extent that
Borrowers failed to apply cash flow from the Projects to do so, and (2) there are not sufficient funds available to Administrative
Agent in the Tax Impound to pay such Taxes or assessments;


 


(ix)           damage
or destruction to any Project caused by the intentional acts or omissions of any Borrower or any other Borrower Party; provided,
that in the case of the failure to repair or any other matter involving the expenditure of funds, there shall be no liability unless
there is available cash flow from the Project to complete such repair or other item involving the expenditure of funds;


 


(x)            any
Borrower or any other Borrower Party’s failure to perform its obligations under the Environmental Indemnity Agreement, subject
to notice and cure periods and without duplication of liability under the Environmental Indemnity Agreement;


 


(xi)           material
physical waste of any Project (excluding alterations made in good faith) that occurred prior to the date (a) a receiver was appointed
with respect to such Project, (b) such Project was transferred pursuant to a foreclosure or deed in lieu of foreclosure, or (c)
Administrative Agent or any Lender took possession and/or control of the Project;


 


(xii)          the
removal or disposal of any material personal property from any Project owned by Borrowers in which Administrative Agent or the
Lenders have a security interest in violation of the terms and conditions of the Loan Documents unless (a) replaced with personal
property of the same utility and of the same or greater value and ability, as reasonably determined by Administrative Agent or
(b) such removal takes place in the ordinary course of operations of the applicable Project and does not constitute material physical
waste;


 


(xiii)        the
payment of any distributions to any Borrower or any Guarantor or any of their Affiliates that are expressly prohibited by this
Agreement;


 




    	 	132	 



     


    

 


(xiv)         any
fees paid by Borrowers to Guarantor or any of its Affiliates or employees, after the occurrence and during the continuation of
an Event of Default in breach of the terms of the Loan Documents;


 


(xv)          the
commission of fraud by any Borrower or any other Borrower Party in connection with the Loan; or


 


(xvi)         all
costs and expenses, court costs and costs of appeal incurred by Administrative Agent or any Lender in collecting any amount due
Administrative Agent or any Lender hereunder.


 


(c)           Notwithstanding anything
to the contrary in this Agreement, the Note or any of the Loan Documents, all of the Obligations shall be fully recourse to Borrowers
and Borrowers shall be personally liable therefor in the event of:


 


(i)            any
Transfer of any Project or any interest in any Restricted Party in breach of any of the covenants in the Loan Agreement or the
Mortgage;


 


(ii)           any
Borrower’s failure to comply with the covenants in Section 5.18 hereof and such failure results in the actual or substantive
consolidation in whole or in part of any Borrower’s assets with the assets of another Person in any bankruptcy or insolvency
proceeding;


 


(iii)          any
Borrower Party files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;


 


(iv)          a
Person, an Affiliate, officer, director, or representative which Controls any Borrower Party files, or joins in the filing of,
an involuntary petition against any Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law,
or solicits or causes to be solicited petitioning creditors for any involuntary petition against any Borrower from any Person;


 


(v)           any
Borrower Party files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against any
Borrower, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits
or causes to be solicited petitioning creditors for any involuntary petition against any Borrower from any Person;


 


(vi)          any
Affiliate, officer, director, or representative which Controls Borrowers consents to or acquiesces in or joins in an application
for the appointment of a custodian, receiver, trustee, or examiner for any Borrower or any portion of the Collateral (other than
to the extent such petition or application is brought by Administrative Agent); or


 


(vii)         any
Borrower Party makes an assignment for the benefit of creditors, or admits, in writing (other than to the Administrative Agent)
or in any legal proceeding, its insolvency or inability to pay its debts as they become due; provided, however, that no Borrower
Party shall have any liability under this Section for any answer or submission of facts required by applicable law in any
non-collusive, involuntary bankruptcy proceeding or other non-collusive litigation, including providing a list of Borrowers’
or Guarantors’ assets and liabilities.


 




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(d)           Borrowers
also shall be personally liable to Administrative Agent and Lenders for any and all reasonable attorneys’ fees and expenses
and court costs incurred by Administrative Agent and Lenders in enforcing this Section 12.1 or otherwise incurred by
Administrative Agent or any Lender in connection with any of the foregoing matters, regardless whether such matters are legal or
equitable in nature or arise under tort or contract law. The limitation on the personal liability of Borrowers in this Section 12.1
shall not modify, diminish or discharge the personal liability of any Guarantor under any Guaranty. Nothing herein shall be deemed
to be a waiver of any right which Administrative Agent or any Lender may have under Sections 506(a), 506(b), 1111(b) or any other
provision of the United States Bankruptcy Code, as such sections may be amended, or corresponding or superseding sections of the
Bankruptcy Amendments and Federal Judgeship Act of 1984, to file a claim for the full amount due to Administrative Agent and Lenders
under the Loan Documents or to require that all collateral shall continue to secure the amounts due under the Loan Documents.


 


Section 12.2         Limitation
on Liability of Administrative Agent and Lenders’ Officers, Employees, Etc. Any obligation or liability whatsoever
of Administrative Agent or any Lender which may arise at any time under this Agreement, any other Loan Document, or the Environmental
Indemnity Agreement shall be satisfied, if at all, out of Administrative Agent’s or such Lender’s assets only. No such
obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property
of any of Administrative Agent’s or such Lender’s shareholders, directors, officers, employees or agents, regardless
of whether such obligation or liability is in the nature of contract, tort or otherwise. None of Administrative Agent and its Related
Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document
or the Environmental Indemnity Agreement in its capacity as Administrative Agent (or Related Person of Administrative Agent), and
Borrowers (on their own behalf and on behalf of the other Borrower Parties) hereby waive and shall not assert any right, claim
or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful
misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment
by a court of competent jurisdiction) in connection with the duties expressly set forth herein.


 


[Continued on following page.]


 




    	 	134	 



     


    

 


EXECUTED as of the
date first written above.


 


	ADMINISTRATIVE AGENT:	 
	 	 
	CAPITAL ONE, NATIONAL ASSOCIATION	 


 


	By:	/s/ Jason LaGrippe	 
	Name:	Jason LaGrippe	 
	Title:	Duly Authorized Signatory	 


 


[Signatures Continued on Following Page]


 




    	 	135	 



     


    

 


 


	SOLE LEAD ARRANGER AND

        BOOKRUNNER AND LENDER:
	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 
	 	By:	/s/ Jason LaGrippe
	 	Name:	Jason LaGrippe
	 	Title:	Duly Authorized Signatory


 


[Signatures Continued on Following Page]


 




    	 	136	 



     


    

 


BORROWERS:


 


	 	ARHC LVHLDMI01, LLC
	 	ARHC BMBUCMI01, LLC
	 	ARHC SPPLSIA01, LLC
	 	ARHC PHOTTIA01, LLC
	 	ARHC SCCRLIA01, LLC
	 	ARHC PHCTNIA01, LLC
	 	ARHC TVTITFL01, LLC
	 	ARHC SMMTEIA01, LLC
	 	ARHC CWEVAGA01, LLC
	 	ARHC PPDWTMI01, LLC
	 	ARHC PCCHEMI01, LLC
	 	ARHC PCPLSMI01, LLC
	 	ARHC GOFENMI01, LLC
	 	ARHC CSKENMI01, LLC
	 	ARHC SMMDSIA01, LLC
	 	ARHC SFFLDIA01, LLC
	 	ARHC ALALPGA01, LLC
	 	ARHC PSINDIA01, LLC
	 	ARHC BWBRUGA01, LLC
	 	ARHC DBDUBGA01, LLC
	 	ARHC PHTIPIA01, LLC
	 	ARHC OPBROOR01, LLC
	 	ARHC ALELIKY01, LLC,
	 	each a Delaware limited liability company


 


	 	By:	/s/ Michael Anderson
	 	 	Name:	Michael Anderson
	 	 	Title:	Authorized Signatory


 




    	 	137	 



     


    

 





For the purposes of Section 6.7 only,
the undersigned acknowledges and agrees to its appointment as Borrower Representative.


 


	 	HEALTHCARE TRUST OPERATING
	 	PARTNERSHIP, L.P., a Delaware limited partnership
	 	 	 	 
	 	By:	Healthcare Trust, Inc., a Maryland corporation, its general partner
	 	 	 	 
	 	 	By:	 /s/ Michael Anderson
	 	 		Name:Michael Anderson 
	 	 		Title:  Authorized Signatory







 






    	 	138	 



     


    




 


EXHIBIT A-1


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC LVHLDMI01, LLC



 


		Name of Project:	Lakeside Vista



 


		Address of Project:	340 West 40th Street, Holland Michigan 49423 (Allegan County)



 


Legal Description of Land:


 


Land situated in the City of Holland, County
of Allegan, Michigan, more particularly described as:


 


THAT PART OF THE EAST 1/2, NORTHWEST 1/4,
SOUTHEAST 1/4, SECTION 6, TOWN 4 NORTH, RANGE 15 WEST, HOLLAND CITY, ALLEGAN COUNTY, MICHIGAN, DESCRIBED AS:


 


BEGINNING AT THE NORTHEAST CORNER OF THE
NORTHWEST 1/4, SOUTHEAST 1/4, SAID SECTION 6; THENCE SOUTH 00 DEGREES 52 MINUTES 49 SECONDS EAST 716.00 FEET ALONG THE EAST LINE
OF SAID NORTHWEST 1/4, SOUTHEAST 1/4; THENCE NORTH 89 DEGREES 46 MINUTES 35 SECONDS WEST 660.83 FEET ALONG THE SOUTH LINE OF THE
NORTH 716.00 FEET OF SAID EAST 1/2, NORTHWEST 1/4, SOUTHEAST 1/4; THENCE NORTH 00 DEGREES 51 MINUTES 51 SECONDS WEST 716.00 FEET
ALONG THE WEST LINE OF SAID EAST 1/2, NORTHWEST 1/4, SOUTHEAST 1/4; THENCE SOUTH 89 DEGREES 46 MINUTES 35 SECONDS EAST 660.63 FEET
ALONG THE NORTH LINE OF SAID SOUTHEAST 1/4 TO THE BEGINNING.


 




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EXHIBIT A-2


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC BMBUCMI01, LLC



 


		Name of Project:	Buchanan Meadows



 


		Address of Project:	809 Carrol Street, Buchanan, Michigan 49107 (Berrien County)



 


Legal Description of Land:


 


Land situated in the Township of Buchanan,
County of Berrien, Michigan, more particularly described as:


 


PARCEL NO. 1:


 


THAT PART OF THE NORTHWEST 1/4 OF SECTION
36, TOWNSHIP 7 SOUTH, RANGE 18 WEST, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 36; THENCE NORTH 89
DEGREES 44 MINUTES 49 SECONDS ALONG THE EAST AND WEST 1/4 LINE OF SAID SECTION 36, A DISTANCE OF 1923.87 FEET TO THE SOUTHEAST
CORNER OF THE RECORDED PLAT OF PARKRIDGE NO. 1, RECORDED AUGUST 15, 1955 IN VOLUME 14 OF PLATS, PAGE 24; THENCE NORTH 00 DEGREES
15 MINUTES 50 SECONDS EAST ALONG THE EASTERLY LINE OF SAID PLAT, 191.30 FEET TO THE TRUE POINT OF BEGINNING OF THE LAND HEREIN
DESCRIBED; THENCE CONTINUING NORTH 00 DEGREES 15 MINUTES 50 SECONDS EAST ALONG THE EASTERLY PLAT LINE, 315.60; THENCE SOUTH 89
DEGREES 47 MINUTES 47 SECONDS EAST, 214.00 FEET; THENCE SOUTH 00 DEGREES 15 MINUTES 50 SECONDS WEST, 313.88 FEET; THENCE SOUTH
89 DEGREES 44 MINUTES 49 SECONDS WEST, 214.01 FEET TO THE POINT OF BEGINNING.


 


TOGETHER WITH A 30 FOOT WIDE EASEMENT FOR
INGRESS AND EGRESS PARALLEL, ADJACENT TO AND SOUTH OF THE SOUTH LINE OF THE ABOVE DESCRIBED PARCEL OF LAND;


 


ALSO TOGETHER WITH AN EASEMENT FOR PARKING
DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE ABOVE DESCRIBED PARCEL OF LAND; THENCE NORTH 00 DEGREES 15 MINUTES
50 SECONDS EAST, 30 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING NORTH 00 DEGREES 15 MINUTES 50 SECONDS
EAST, 89.01 FEET; THENCE NORTH 89 DEGREES 44 MINUTES 49 SECONDS EAST, 71.03 FEET; THENCE SOUTH 00 DEGREES 15 MINUTES 50 SECONDS
WEST, 89.01 FEET; THENCE SOUTH 89 DEGREES 44 MINUTES 49 SECONDS WEST, 71.03 FEET TO THE POINT OF BEGINNING.


 




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PARCEL NO. 2:


 


THAT PART OF THE NORTHWEST 1/4 OF SECTION
36, TOWNSHIP 7 SOUTH, RANGE 18 WEST, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 36; THENCE NORTH 89
DEGREES 44 MINUTES 49 SECONDS EAST, ALONG THE EAST AND WEST 1/4 LINE OF SAID SECTION 36, A DISTANCE OF 1923.87 FEET TO THE SOUTHEAST
CORNER OF THE RECORDED PLAT OF PARKRIDGE NO. 1, RECORDED AUGUST 15, 1955, IN VOLUME 14 OF PLATS, PAGE 24; THENCE NORTH 00 DEGREES
15 MINUTES 50 SECONDS EAST, ALONG THE EASTERLY LINE OF SAID PLAT, 506.90 FEET TO THE TRUE POINT OF BEGINNING OF THE LAND HEREIN
DESCRIBED; THENCE CONTINUING NORTH 00 DEGREES 15 MINUTES 50 SECONDS EAST ALONG SAID EASTERLY PLAT LINE, 151.94 FEET; THENCE SOUTH
89 DEGREES 47 MINUTES 47 SECONDS EAST, 213.08 FEET; THENCE SOUTH 00 DEGREES 05 MINUTES 05 SECONDS EAST, 151.94 FEET; THENCE NORTH
89 DEGREES 47 MINUTES 47 SECONDS WEST, 214.00 FEET TO THE POINT OF BEGINNING.


 


PARCEL NO. 3:


 


THAT PART OF THE NORTHWEST QUARTER OF SECTION
36, TOWNSHIP 7 SOUTH, RANGE 18 WEST, CITY OF BUCHANAN, BERRIEN COUNTY, MICHIGAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER
CORNER SAID SECTION 36; THENCE NORTH 89° 44' 49" EAST ALONG THE EAST AND WEST QUARTER LINE SAID SECTION 36 A DISTANCE
OF 1923.87 FEET TO THE SOUTHEAST CORNER OF THE RECORDED PLAT OF PARKRIDGE NO. 1, RECORDED AUGUST 15, 1955 IN VOLUME 14 OF PLATS,
PAGE 24;


 


THENCE NORTH 00° 15' 50" EAST
ALONG THE EASTERLY LINE SAID PLAT 191.30 FEET; THENCE NORTH 89° 44' 49" EAST 214.01 FEET TO THE TRUE POINT OF BEGINNING
OF THE LAND HEREIN DESCRIBED; THENCE NORTH 00° 15' 50" EAST 313.88 FEET; THENCE SOUTH 89° 47' 47" EAST 197.69
FEET; THENCE SOUTH 00° 22'41" WEST 312.31 FEET; THENCE SOUTH 89° 44' 49" WEST 197.01 FEET TO THE POINT OF BEGINNING;
TOGETHER WITH A THIRTY (30) FOOT WIDE EASEMENT FOR INGRESS AND EGRESS PARALLEL, ADJACENT TO AND SOUTH OF THE SOUTH LINE OF THE
ABOVE DESCRIBED PARCEL OF LAND.


 


PARCEL NO. 4:


 


THAT PART OF THE NORTHWEST QUARTER OF SECTION
36, TOWNSHIP 7 SOUTH, RANGE 18 WEST, CITY OF BUCHANAN, BERRIEN COUNTY, MICHIGAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER
CORNER SAID SECTION 36; THENCE NORTH 89° 44' 49" EAST ALONG THE EAST AND WEST QUARTER LINE SAID SECTION 36 A DISTANCE
OF 1923.87 FEET TO THE SOUTHEAST CORNER OF THE RECORDED PLAT OF PARKRIDGE NO. 1, RECORDED AUGUST 15, 1955 IN VOLUME 14 OF PLATS,
PAGE 24;


 


THENCE NORTH 00° 15' 50" EAST
ALONG THE EASTERLY LINE SAID PLAT 161.30 FEET; THENCE NORTH 89° 44' 49" EAST 410.96 FEET; THENCE NORTH 00° 22' 41"
EAST 342.31 FEET TO THE TRUE POINT OF BEGINNING OF THE LAND HEREIN DESCRIBED; THENCE NORTH 89° 47' 47" WEST 197.69 FEET;
THENCE NORTH 00° 05' 05" WEST 151.94 FEET; THENCE NORTH 75° 20' 11" EAST 205.97 FEET; THENCE SOUTH 00° 22'
41" WEST 204.97 FEET TO THE POINT OF BEGINNING.


 




    	 	141	 



     


    

 


EXHIBIT A-3


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC SPPLSIA01, LLC



 


		Name of Project:	Sunnybrook of Mt. Pleasant



 


		Address of Project:	1406 East Linden Drive, Mount Pleasant, Iowa 52641 (Henry
County)



 


Legal Description of Land:


 


Lot 3, Ashford Park Subdivision to the
City of Mt. Pleasant, Henry County, Iowa in Plat Book 2004, Page 98.


 




    	 	142	 



     


    



 


EXHIBIT A-4


 


DESCRIPTION OF PROJECTS


  


		Borrower:	ARHC PHOTTIA01, LLC




 


		Name of Project:	Prairie Hills at Ottumwa




 


		Address of Project:	173 E. Rochester Road, Ottumwa, Iowa 52501 (Wapello County)




 


Legal Description of Land:  



 


Parcel A:


 


All units in Prairie Hills at Ottumwa, a Condominium,
together with all appurtenances thereto including an undivided fractional interest in the common elements, areas and facilities
as determined for said unit by the provisions of, and in accordance with, the Declaration of Submission to Horizontal Property
Regime for Prairie Hills at Ottumwa, a Condominium, filed in the office of the Recorder of Wapello County, Iowa, on December 6,
2010, in Book 12-K, Page 656, as Document 2010 5167, and re-filed on December 30, 2011, in Book 13-L, Page 96, as Document 2011
5676, as amended by the First Amendment to the Declaration of Submission to Horizontal Property Regime for Prairie Hills at Ottumwa,
a Condominium, dated September 27, 2012, recorded October 23, 2012, in Book 13-L, Page 338, as Doc. No. 2012 4670.


 


Prairie Hills at Ottumwa, a Condominium, as
presently constituted, is located on a part of Tracts 2 and 4 of the South Half of the Southwest Fractional Quarter of Section
6, Township 72 North, Range 13 West of the 5th Principal Meridian in the City of Ottumwa, Wapello County, Iowa, as described in
the survey records file in the office of Wapello County Auditor: Commencing at a Point 1320.0 feet East of the Southwest corner
of said South 1/2 of the SW Fractional Quarter Section 6, said point also being the Southwest corner of Kirk's First Addition;
thence North 89 degrees 35 minutes 07 seconds West 224. 7 4 feet along the centerline of East Rochester Street; thence North 02
degrees 00 minutes 06 seconds East 33.01 feet to the North line of East Rochester Street and the point of beginning for this description;
thence North 02 degrees 00 minutes 06 seconds East 391.68 feet (1.0 foot easterly of the existing chain link fence); thence North
87 degrees 13 minutes 44 seconds West 259.67 feet (1.0 foot northerly of the existing chain link fence); thence North 00 degrees
03 minutes 23 seconds East 125. 79 feet to the Southwest corner of Tract 4; thence North 00 degrees 02 minutes 09 seconds East
329.25 feet to the Northwest corner of Tract 4; thence South 89 degrees 36 minutes 00 seconds East 469.61 feet to the Northeast
corner of Tract 4; thence South 00 degrees 01 minutes 16 seconds West 329.50 feet to the Northeast corner of Tract 2; thence South
00 degrees 03 minutes 22 seconds West 527.88 feet to the North line of East Rochester Street; thence North 89 degrees 35 minutes
07 seconds West 223.61 feet to the point of beginning, excepting therefrom Lot 1, in Prairie Hills Addition, an Official Plat,
now included in and forming a part of the City of Ottumwa, Iowa.


 


(The North line of Tract 4 is South 89 degrees
36 minutes 00 seconds East for this description.)


 




    	 	143	 



     


    

  


Parcel B:


 


Non-exclusive easements over Lot 1, Prairie
Hills Addition, an Official Plat, as contained in the Declaration of Easements included in the Dedication and Consent to Plat,
recorded October 23, 2012, in the office of the Wapello County Recorder in Book 13-L, Page 322, as Document Number 2012 4669.


 


Parcel C:


 


Non-exclusive Sewer Easement Recorded August
17, 2006 in Book 2006, Page 4444 as Document Number 2006-4444.


 




    	 	144	 



     


    

EXHIBIT A-5


 


DESCRIPTION OF PROJECTS


 


 


		Borrower:	ARHC SCCRLIA01, LLC




 


		Name of Project:	Sunnybrook of Carroll




 


		Address of Project:	1214 East 18th Street, Carroll, Iowa 51401 (Carroll
County)




 


Legal Description of Land:


 


Units 201 through 215, inclusive;


Units 301 through 320, inclusive;


Units 401 through 415, inclusive;


 


Units 501, 502, 504, 506 through 520, inclusive,
522 and 524 through 528, inclusive, within Prairie Hills at Clinton, a Condominium, together with an undivided interest in the
limited and general Common Elements appurtenant to each unit as provided in the Declaration of Submission of Property to Horizontal
Property Regime recorded December 29, 2006 as Instrument No. 2006-1130, as amended by the Amendment recorded December 17, 2009,
as Instrument No. 2009-10521 and said Horizontal Property Regime is located upon the following described property:


 


Part of the Northwest quarter (NW1/4) of the
Northeast quarter (NE1/4) of Section Two (2), Township eighty-one (81) North, Range Six (6), East of the 5th P.M., City of Clinton,
Clinton County, Iowa, more particularly described as follows:


 


Commencing at the North quarter corner of said
Section Two (2); thence North 87° 25' 19" East along the North line of said Northeast quarter (NE1/4), a distance of fifty
and no-hundredths (50.00) feet; thence South 2° 13' 59" East, a distance of fifty-nine and no-hundredths (59.00) feet
to the point of beginning at the intersection of the East right of way line of 18th Street North and the South right of way line
of 13th Avenue North; thence following said South right of way line of 13th Avenue North, North 87° 25' 19" East, a distance
of ninety-five and no-hundredths (95.00) feet; thence North 2°13' 56" West, a distance of nine and no-hundredths (9.00)
feet; thence North 87° 25' 19" East, a distance of seven hundred forty-seven and thirteen-hundredths (747.13) feet to
the West line of a parcel described in Warranty Deed recorded in Deed Book 590 at Page 354; thence following the West and South
line of said parcel, South 2° 12' 59" East, a distance of four hundred fifty-three and no-hundredths (453.00) feet; thence
North 87° 25' 19" East, a distance of four hundred thirty-three and no-hundredths (433.00) feet to the East line of said
Northwest quarter (NW1/4) of the Northeast quarter (NE1/4); thence South 2° 12' 59" East along said East line, a distance
of three hundred eighty-four and eighty one-hundredths (384.81) feet; thence South 87° 25' 19" West, a distance of one
thousand two hundred seventy-four and ninety-hundredths (1274.90) feet to the East right of way line of 18th Street North; thence
North 2° 13' 56" West along said right of way line, a distance of eight hundred twenty-eight and eighty-one-hundredths
(828.81) feet to the point of beginning.


 




    	 	145	 



     


    

  


EXHIBIT A-6


 


DESCRIPTION OF PROJECTS


 


 


		Borrower:	ARHC PHCTNIA01, LLC




 


		Name of Project:	Prairie Hills at Clinton




 


		Address of Project:	1701 13th Avenue North, Clinton, Iowa 52732
(Clinton County)




 


Legal Description of Land:


 


Units 201 through 215, inclusive;


Units 301 through 320, inclusive;


Units 401 through 415, inclusive;


 


Units 501, 502, 504, 506 through 520, inclusive,
522 and 524 through 528, inclusive, within Prairie Hills at Clinton, a Condominium, together with an undivided interest in the
limited and general Common Elements appurtenant to each unit as provided in the Declaration of Submission of Property to Horizontal
Property Regime recorded December 29, 2006 as Instrument No. 2006-1130, as amended by the Amendment recorded December 17, 2009,
as Instrument No. 2009-10521 and said Horizontal Property Regime is located upon the following described property:


 


Part of the Northwest quarter (NW1/4) of the
Northeast quarter (NE1/4) of Section Two (2), Township eighty-one (81) North, Range Six (6), East of the 5th P.M., City of Clinton,
Clinton County, Iowa, more particularly described as follows:


 


Commencing at the North quarter corner of said
Section Two (2); thence North 87° 25' 19" East along the North line of said Northeast quarter (NE1/4), a distance of fifty
and no-hundredths (50.00) feet; thence South 2° 13' 59" East, a distance of fifty-nine and no-hundredths (59.00) feet
to the point of beginning at the intersection of the East right of way line of 18th Street North and the South right of way line
of 13th Avenue North; thence following said South right of way line of 13th Avenue North, North 87° 25' 19" East, a distance
of ninety-five and no-hundredths (95.00) feet; thence North 2°13' 56" West, a distance of nine and no-hundredths (9.00)
feet; thence North 87° 25' 19" East, a distance of seven hundred forty-seven and thirteen-hundredths (747.13) feet to
the West line of a parcel described in Warranty Deed recorded in Deed Book 590 at Page 354; thence following the West and South
line of said parcel, South 2° 12' 59" East, a distance of four hundred fifty-three and no-hundredths (453.00) feet; thence
North 87° 25' 19" East, a distance of four hundred thirty-three and no-hundredths (433.00) feet to the East line of said
Northwest quarter (NW1/4) of the Northeast quarter (NE1/4); thence South 2° 12' 59" East along said East line, a distance
of three hundred eighty-four and eighty one-hundredths (384.81) feet; thence South 87° 25' 19" West, a distance of one
thousand two hundred seventy-four and ninety-hundredths (1274.90) feet to the East right of way line of 18th Street North; thence
North 2° 13' 56" West along said right of way line, a distance of eight hundred twenty-eight and eighty-one-hundredths
(828.81) feet to the point of beginning.


 




    	 	146	 



     


    

  


EXHIBIT A-7


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC TVTITFL01, LLC




 


		Name of Project:	Addington Place of Titusville




 


		Address of Project:	497 N. Washington Avenue, Titusville, Florida 32796 (Brevard
County)




 


Legal Description of Land:


 


THAT PORTION OF THE EAST 23.70 ACRES OF THE
NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 33, TOWNSHIP 21 SOUTH, RANGE 35 EAST, BREVARD COUNTY, FLORIDA, BEING A PORTION OF
PROPERTY LYING NORTH OF U.S. HIGHWAY No.1, AND WEST OF A LINE AS RECORDED IN THAT CERTAIN "AGREEMENT ESTABLISHING BOUNDARY
LINE BY AGREEMENT" AS DESCRIBED IN OFFICIAL RECORDS BOOK 6164, PAGE 493 AND DEPICTED ON SURVEY MAP RECORDED IN SURVEY BOOK
12, PAGE 89, BEING FURTHER DESCRIBED AS FOLLOWS:


 


COMMENCING AT A PK NAIL WITH CERTIFIED CORNER
RECORD IDENTIFICATION NUMBER 92363 AT THE SOUTHEAST CORNER OF SAID SECTION 33, THENCE NORTH 00° 47' 30" WEST, ALONG THE
EAST LINE OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33, A DISTANCE OF 1326.51 FEET TO A PK NAIL AND DISK STAMPED
LB 6762 AT THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33; THENCE NORTH 89° 58' 59"
WEST, ALONG THE SOUTH LINE OF SAID NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33, A DISTANCE OF 237.04 FEET; THENCE NORTH
00° 42' 37" WEST A DISTANCE OF 249.79 FEET TO A POINT LYING ON THE NORTHERLY RIGHT OF WAY LINE OF U.S. HIGHWAY NO. 1,
SAID POINT BEING AT FLORIDA STATE PLANE EAST ZONE COORDINATES (1558058.45 NORTH - 715351.73 EAST) SAID POINT BEING THE POINT OF
BEGINNING OF THE HEREIN DESCRIBED PROPERTY AND THE POINT OF BEGINNING OF THE LINE AS DESCRIBED IN THAT CERTAIN "AGREEMENT
ESTABLISHING BOUNDARY LINE BY AGREEMENT" AS DESCRIBED IN OFFICIAL RECORDS BOOK 6164, PAGE 493 AND DEPICTED ON SURVEY MAP AS
RECORDED IN SURVEY BOOK 12, PAGE 89; THENCE NORTH 00° 42' 37" WEST A DISTANCE OF 167.29 FEET; THENCE SOUTH 89° 17'
23" WEST A DISTANCE OF 3.00 FEET; THENCE NORTH 00° 42' 37'' WEST A DISTANCE OF 288.95 FEET; THENCE SOUTH 89°17' 23"
WEST A DISTANCE OF 8.00 FEET; THENCE NORTH 00°42' 37" WEST A DISTANCE OF 8.00 FEET; THENCE NORTH 89° 17' 23"
EAST A DISTANCE OF 6.00 FEET; THENCE NORTH 00°42' 37" WEST A DISTANCE OF 385.43 FEET; THENCE SOUTH 89° 17' 23"
WEST A DISTANCE OF 10.00 FEET; THENCE NORTH 00° 42' 37" WEST A DISTANCE OF 12.00 FEET; THENCE NORTH 89' 17' 23" EAST
A DISTANCE OF 11.00 FEET; THENCE NORTH 00' 42' 37" WEST A DISTANCE OF 214.72 FEET TO A POINT LYING ON THE NORTH LINE OF THE
NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33 AND SAID POINT BEING THE POINT OF TERMINATION OF THE LINE HEREIN DESCRIBED
(SAID POINT OF TERMINATION BEING AT FLORIDA STATE PLANE LAST ZONE COORDINATES (1559134.65 NORTH - 715334.95 EAST) AS DESCRIBED
IN THAT CERTAIN "AGREEMENT ESTABLISHING BOUNDARY LINE BY AGREEMENT", RECORDED IN OFFICIAL RECORDS BOOK 6164, PAGE 493
AND DEPICTED ON SURVEY MAP AS RECORDED IN SURVEY BOOK 12, PAGE 89; THENCE FROM SAID POINT OF TERMINATION SOUTH 89°30' 02"
WEST, A DISTANCE OF 538.26 FEET TO THE NORTHWEST CORNER OF THE EAST 23.70 ACRES OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION
33; THENCE DEPARTING SAID NORTH LINE OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 33, SOUTH 00°42' 37" EAST,
A DISTANCE OF 992.04 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF U.S. HIGHWAY No. 1; THENCE ALONG SAID NORTHERLY RIGHT OF WAY LINE
OF U.S. HIGHWAY NO. 1 ALONG A CURVE TO THE LEFT BEING CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 1983.48 FEET AND TO WHICH POINT
A RADIAL LINE BEARS SOUTH 16° 17' 30" WEST,; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE A DISTANCE OF 550.85 FEET,
SAID CURVE HAVING A CENTRAL ANGLE OF 15°54' 44", A CHORD DISTANCE OF 549.09 FEET WHICH BEARS SOUTH 81°39' 52"
EAST TO THE POINT OF BEGINNING.


 


For informational purposes only:


Property Address: 497 N. Washington Avenue


City/State: Titusville, Florida


County: Brevard


PIN/Tax ID#: 2109358


 




    	 	147	 



     


    

 


EXHIBIT A-8


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC SMMTEIA01, LLC




 


		Name of Project:	Sunnybrook of Muscatine




 


		Address of Project:	3515 Diana Queen Drive, Muscatine, Iowa 52761 (Muscatine
County)




 


Legal Description of Land:


 


Lots 1 and 2, of Riverbend Fifth Addition to the City of Muscatine,
in Muscatine County, Iowa.


 




    	 	148	 



     


    

 


EXHIBIT A-9


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC CWEVAGA01, LLC




 


		Name of Project:	Camellia Walk Assisted Living and Memory Care




 


		Address of Project:	3949 Evans to Locks Road, Evans, Georgia 30809 (Columbia
County)




 


Legal Description of Land:


 


ALL THAT TRACT OR PARCEL OF LAND WITH ANY IMPROVEMENTS
THEREON, SITUATE, LYING AND BEING IN THE 125TH GENERAL MILITIA DISTRICT OF COLUMBIA COUNTY, GEORGIA BEING MORE PARTICULARLY DESCRIBED
AS FOLLOWS:


 


COMMENCING AT THE NORTHEASTERN INTERSECTION
OF EVANS TO LOCKS ROAD (C.R. #1236) RIGHT OF WAY VARIES AND JONES LANDING COURT (C.R. #1761) RIGHT OF WAY VARIES AT #4 REBAR. FOUND;
THENCE ALONG THE NORTHERN RIGHT OF WAY OF EVANS TO LOCKS ROAD (C.R. #1236) RIGHT OF WAY VARIES NORTH 52 DEGREES 53 MINUTES 45 SECONDS
EAST (N52°53'45"E), A DISTANCE OF 105.32 FEET TO A CONCRETE MONUMENT, FOUND BEING THE POINT OF BEGINNING: THENCE NORTH
49 DEGREES 46 MINUTES 47 SECONDS WEST (N 49°46'47"W), A DISTANCE OF 591.47 FEET TO A #4 REBAR FOUND; THENCE NORTH 02 DEGREES
47 MINUTES 54 SECONDS WEST (N02°47'54"W), A DISTANCE OF 363.25 FEET TO A #4 REBAR FOUND; THENCE NORTH 60 DEGREES 35 MINUTES
55 SECONDS EAST (N60°35'55"E), A DISTANCE OF 80.00 FEET TO A #4 REBAR SET; THENCE SOUTH 52 DEGREES 30 MINUTES 54 SECONDS
EAST (S52°30'54"E), A DISTANCE OF 325.98 FEET TO A #4 REBAR SET; THENCE NORTH 60 DEGREES 35 MINUTES 55 SECONDS EAST (N60°35'55"E),
A DISTANCE OF 200.04 FEET TO A #4 REBAR SET; THENCE SOUTH 37 DEGREES 12 MINUTES 13 SECONDS EAST (S37°12'13"E), A DISTANCE
OF 521.47 FEET TO A #4 REBAR SET; THENCE ALONG THE NORTHERN RIGHT OF WAY OF EVANS TO LOCKS ROAD (C.R. #1236) RIGHT OF WAY VARIES
SOUTH 52 DEGREES 23 MINUTES 38 SECONDS WEST (S52°23'38"W), A DISTANCE OF 440.00 FEET TO A CONCRETE MONUMENT FOUND, BEING
THE POINT OF BEGINNING CONTAINING 7.99 ACRES, THIS BEING THE SAME PROPERTY AS SHOWN ON AN APPROVED SUBDIVISION PLAT RECORDED ON
08-14-12 IN PLAT CABINET "G" SLIDE 158 #1.


 


TOGETHER WITH THOSE EASEMENT RIGHTS ARISING
UNDER THAT CERTAIN STORMWATER AND TEMPORARY CONSTRUCTION EASEMENT BY AND BETWEEN JOHN KENNETH DAVIDSON, SR. AND NFR CAMELLIA WALK
REALTY, LLC, A GEORGIA LIMITED LIABILITY COMPANY, DATED NOVEMBER 14, 2012, FILED FOR RECORD NOVEMBER 16, 2012 AT 10:35 A.M., RECORDED
IN DEED BOOK 8609, PAGE 83, RECORDS OF COLUMBIA COUNTY, GEORGIA.


 




    	 	149	 



     


    

  


EXHIBIT A-10


 


DESCRIPTION OF PROJECTS


  


		Borrower:	ARHC PPDWTMI01, LLC




 


		Name of Project:	Prestige Pines




 


		Address of Project:	1177 Solon Road, Dewitt, Michigan 48820 (Clinton County)




 


Legal Description of Land:


 


Land Situated in the Township of DeWitt, County
of Clinton, State of Michigan:


 


Beginning at the Northwest corner of the Northeast
1/4 of the Southeast 1/4 of Section 21, Town 5 North, Range 2 West, DeWitt Township, Clinton County, Michigan, running thence East
49.5 feet, thence South 198 feet; thence East 328 feet; thence South 460 feet; thence West 377.5 feet to the West line of the Northeast
1/4 of the Southeast 1/4 of Section 21; thence North 658 feet to the point of beginning.


 


Together with the perpetual right of ingress
and egress over the following parcels or land as set forth in a Deed from Maas Acquisitions, LLC to Leisure Living Properties –
Dewitt, L.L.C. dated December 1, 2004 and recorded with the Clinton County Recorder’s Office as Instrument Number 507921:


 


No. 1: Beginning at a point 658 feet South
of the Northwest corner of the Northeast 1/4 of the Southeast 1/4 of Section 21, Town 5 North, Range 2 West, and running thence
South 50 feet; thence East to U.S. Highway 27; thence North 50 feet; thence West to the place of beginning.


 


No. 2: Beginning at a point 198 feet South
and 377.5 feet East of the Northwest corner of the Northeast 1/4 of the Southeast 1/4 of said Section 21, thence North of the center
of Solon Road, thence West 50 feet; thence South 198 feet; thence East 50 feet to the point of beginning.


 


EXCEPT THE FOLLOWING: The North 90 feet of
a parcel described as: Beginning at a point 41.50 feet East from the Northwest corner of the Northeast 1/4 of the Southeast 1/4
of Section 21, Town 5 North, Range 2 West, DeWitt Township, Clinton County, Michigan, at a point which is located on the center
line of Solon Road, thence South 198 feet, thence East 8 feet, thence North 198 feet, thence West 8 feet to the point of beginning


 




    	 	150	 



     


    

 


EXHIBIT A-11


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC PCCHEMI01, LLC




 


		Name of Project:	Prestige Commons




 


		Address of Project:	33503 23 Mile Road, New Baltimore, Michigan 48047 (Macomb
County)




 


Legal Description of Land:


 


Land situated in the Township of Chesterfield,
County of Macomb, Michigan, more particularly described as:


 


Part of the Southwest 1/4 of Section 14, Town
3 North, Range 14 East, Chesterfield Township, Macomb County, Michigan and being more particularly described as follows: Commencing
at a point 1237.98 feet North 89 degrees 48 minutes 40 seconds East from the Southwest corner of said Section 14 to the Point of
Beginning; thence extending North 00 degrees 20 minutes 40 seconds East 325.49 feet; thence North 80 degrees 59 minutes 20 seconds
West 85.92 feet; thence North 01 degree 14 minutes 00 seconds East 206.22 feet; thence North 89 degrees 48 minutes 40 seconds East
208.00 feet; thence along the Salt River, South 47 degrees 35 minutes 59 seconds East 407.03 feet and South 01 degree 34 minutes
55 seconds East 270.00 feet to the South section line; thence South 89 degrees 48 minutes 40 seconds West 437.56 feet along said
line to the Point of Beginning.


 




    	 	151	 



     


    

 


EXHIBIT A-12


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC PCPLSMI01, LLC




 


		Name of Project:	Prestige Centre




 


		Address of Project:	5785 East Broadway Road, Mt Pleasant, Michigan (Isabella
County)




 


Legal Description of Land:


 


Land Situated in the Township of Union, County
of Isabella, State of Michigan:


 


Parcel 1


 


Part of the South 1/2 of the Northeast 1/4
of Section 13, Town 14 North, Range 4 West, Union Township, Isabella County, Michigan, described as: Beginning at a point on the
East and West 1/4 line which is North 88 degrees 57 minutes 50 seconds West 961.0 feet from the East 1/4 corner of said Section
13; thence North 88 degrees 57 minutes 50 seconds West 389.0 feet; thence North 0 degrees 08 minutes East 250.0 feet; thence South
88 degrees 57 minutes 50 seconds East 386.69 feet; thence South 0 degrees 23 minutes 50 seconds East 250.0 feet to the point of
beginning.


 


and


  


Parcel 2


 


Part of the Northeast 1/4 of Section 13, Town
14 North, Range 4 West, Township of Union, Isabella County, Michigan, more particularly described as: Beginning at a point on the
East-West 1/4 line of said Section 13 which is North 88 degrees 57 minutes 50 seconds West, 695.00 feet from the East 1/4 corner
of said Section 13; thence continuing along said 1/4 line, North 88 degrees 57 minutes 50 seconds West 266.00 feet; thence North
00 degrees 24 minutes 25 seconds West 250.00 feet; thence North 88 degrees 57 minutes 24 seconds West 386.64 feet (previously North
88 degrees 57 minutes 50 seconds West 386.69 feet); thence North 00 degrees 08 minutes 06 seconds East 205.00 feet; thence South
88 degrees 56 minutes 38 seconds East 330.91 feet; thence North 00 degrees 25 minutes 45 seconds West 55.85 feet; thence South
88 degrees 56 minutes 38 seconds East 319.90 feet; thence South 00 degrees 23 minutes 50 seconds East 510.71 feet to the point
of beginning.


 




    	 	152	 



     


    

 


EXHIBIT A-13


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC GOFENMI01, LLC




 


		Name of Project:	Golden Orchards




 


		Address of Project:	2464 55th Street, Fennville, Michigan 49408
(Allegan County)




 


Legal Description of Land:


 


Land situated in the Township of Manlius, County
of Allegan, Michigan, more particularly described as:


 


PARCEL 1:


 


THE NORTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHWEST
1/4, SECTION 33, T3N, R15W, EXCEPT ANY PORTION THEREOF OWNED BY THE C&O RAILROAD AND ALL LANDS LYING NORTHWESTERLY OF THE C&O
RAILROAD; IN MANLIUS TOWNSHIP, COUNTY OF ALLEGAN, STATE OF MICHIGAN.


 


PARCEL 2:


 


THE SOUTH 1/2 OF THE NORTH 1/2 OF THE NORTHEAST
1/4 OF THE SOUTHWEST 1/4 OF SECTION 33, T3N, R15W; IN MANLIUS TOWNSHIP, COUNTY OF ALLEGAN, STATE OF MICHIGAN.


 


PARCEL 3:


 


THAT PART OF SECTION 33, T3N, R15W, DESCRIBED
AS BEGINNING ON THE NORTH AND SOUTH 1/4 AT A POINT 330.33 FEET NORTH 01 DEGREE 44 MINUTES 03 SECONDS EAST OF THE EAST 1/8 POST
OF THE SOUTHWEST 1/4; THENCE NORTH 88 DEGREES 10 MINUTES 57 SECONDS WEST 1327.04 FEET TO THE NORTH AND SOUTH 1/4 LINE OF THE SOUTHWEST
1/4; THENCE NORTH 01 DEGREE 37 MINUTES 23 SECONDS EAST ON SAID 1/8 LINE 332.03 FEET; THENCE SOUTH 87 DEGREES 57 MINUTES 19 SECONDS
EAST 1327.69 FEET TO THE NORTH AND SOUTH 1/4 LINE; THENCE SOUTH 01 DEGREE 44 MINUTES 03 SECONDS WEST ON SAID 1/4 LINE 330.03 FEET
TO THE POINT OF BEGINNING; IN MANLIUS TOWNSHIP, COUNTY OF ALLEGAN, STATE OF MICHIGAN.


 




    	 	153	 



     


    

 


PARCEL 4:


 


THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE NORTHEAST
1/4 OF THE SOUTHWEST 1/4 OF SECTION 33, T3N, R15W, IN MANLIUS TOWNSHIP, COUNTY OF ALLEGAN, STATE OF MICHIGAN.


 


SAID PARCELS ALSO DESCRIBED AS:


 


PART OF THE SOUTHWEST 1/4 OF SECTION 33, T3N,
R15W, MANLIUS TOWNSHIP, ALLEGAN COUNTY, MICHIGAN, BEING DESCRIBED AS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION, THENCE
SOUTH 00 DEGREES 00 MINUTES 00 SECONDS WEST 542.19 FEET ALONG THE WEST LINE OF SAID SECTION TO THE POINT OF BEGINNING OF THE PARCEL
OF LAND HEREIN DESCRIBED; THENCE NORTH 48 DEGREES 23 MINUTES 36 SECONDS EAST 480.46 FEET ALONG THE SOUTHEASTERLY LINE OF THE C
& O RAILROAD; THENCE NORTHWESTERLY 306.34 FEET ALONG THE SOUTHEASTERLY LINE OF THE C&O RAILROAD AND THE ARC OF A 2360.08
FOOT RADIUS CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 07 DEGREES 26' 13" AND A CHORD BEARING NORTH 44 DEGREES 40 MINUTES
29 SECONDS EAST 306.12 FEET; THENCE SOUTH 89 DEGREES 27 MINUTES 13 SECONDS EAST 754.13 FEET ALONG THE EAST AND WEST 1/4 LINE OF
SAID SECTION; THENCE SOUTH 00 DEGREES 05 MINUTES 36 SECONDS WEST 332.13 FEET ALONG THE EAST LINE OF THE NORTHWEST 1/4 OF THE SOUTHWEST
14 OF SAID SECTION; THENCE SOUTH 89 DEGREES 32' 45" EAST 1328.07 FEET ALONG THE NORTH LINE OF THE SOUTH 1/2 OF THE NORTH 1/2
OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION; THENCE SOUTH 00 DEGREES 11 MINUTES 17 SECONDS WEST 989.97FEET ALONG
THE NORTH AND SOUTH 1/4 LINE OF SAID SECTION; THENCE NORTH 89 DEGREES 49 MINUTES 21 SECONDS WEST 1326.41 FEET ALONG THE SOUTH LINE
OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION; THENCE NORTH 00 DEGREES 05 MINUTES 36 SECONDS EAST 664.26 FEET ALONG
THE WEST LINE OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION; THENCE NORTH 89 DEGREES 38 MINUTES 16 SECONDS WEST 1327.52
FEET ALONG THE SOUTH LINE OF THE NORTH 1/2 OF


 


THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID
SECTION; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST 126.34 FEET ALONG WEST LINE OF SAID SECTION TO THE POINT OF BEGINNING;
IN MANLIUS TOWNSHIP, COUNTY OF ALLEGAN, STATE OF MICHIGAN.


 




    	 	154	 



     


    

 


EXHIBIT A-14


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC CSKENMI01, LLC




 


		Name of Project:	Crystal Springs




 


		Address of Project:	1171 68th Street SE, Kentwood, Michigan 49508
(Kent County)




 


Legal Description of Land:


 


Land situated in the Township of Gaines, County
of Kent, Michigan, more particularly described as:


 


That part of the SW 1/4, Section 5, T5N, R11W,
Gaines Township, Kent County, Michigan, described as; Beginning at a point on the South line of said SW 1/4, which is S 89 degrees
02 minutes 13 seconds W 170.00 feet from the S 1/4 corner of said Section 5; thence S 89 degrees 02 minutes 13 seconds W 161.84
feet along said South line; thence N 00 degrees 32 minutes 51 seconds W 1670.00 feet along the West line of the E 1/8 of said SW
1/4; thence N 70 degrees 38 minutes 20 seconds E 348.56 feet; thence S 00 degrees 36 minutes 31 seconds E 1540.00 feet along the
East line of said SW 1/4; thence S 89 degrees 02 minutes 13 seconds W 170.00 feet; thence S 00 degrees 36 minutes 31 seconds E
240.00 feet to the place of beginning.


 




    	 	155	 



     


    

 


EXHIBIT A-15


 


DESCRIPTION OF PROJECTS


  


		Borrower:	ARHC SMMDSIA01, LLC




 


		Name of Project:	Sunnybrook of Ft. Madison




 


		Address of Project:	5025 River Valley Road, Fort Madison, Iowa 52627 (Lee County)




 


Legal Description of Land:


 


Lot 2 of River Bend Subdivision, Fort Madison,
Lee County, Iowa, part of the East Half of Section 1, Township 67 North, Range 5 West of the 5th Principal Meridian, Lee County,
Iowa.


 




    	 	156	 



     


    

 


EXHIBIT A-16


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC SFFLDIA01, LLC




 


		Name of Project:	Sunnybrook of Fairfield




 


		Address of Project:	3000 W. Madison Avenue, Fairfield, Iowa 52556 (Jefferson
County)




 


Legal Description of Land:


 


That part of Auditor's Parcel "C"
in part of the Northeast Quarter of the Northwest Quarter of Section 34, Township 72, Range 10, Jefferson County, Iowa, described
as follows:


 


Commencing at the Northeast corner of said
Northwest Quarter of Section 34; thence South 89 degrees 41 minutes 21 seconds West, along the North line of said Northwest Quarter
of Section 34 and the centerline of the existing street, 644.00 feet; thence South 00 degrees 00 minutes 00 seconds West, 33.00
feet to the POINT OF BEGINNING; thence continuing South 00 degrees 00 minutes 00 seconds West, 461.44 feet; thence North 89 degrees
41 minutes 21 seconds East, 472.00 feet; thence North 00 degrees 00 minutes 00 seconds West, 461.44 feet; thence South 89 degrees
41 minutes 21 seconds West, along the South line of West Madison Avenue, 472.00 feet to the POINT OF BEGINNING.


 




    	 	157	 



     


    

 


EXHIBIT A-17


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC ALALPGA01, LLC




 


		Name of Project:	Addington Place of Alpharetta




 


		Address of Project:	762 N. Main Street, Alpharetta, Georgia 30009 (Fulton County)




 


Legal Description of Land:


 


ALL THAT TRACT OR PARCEL OF LAND LYING AND
BEING IN LAND LOT 1111 OF THE 2ND DISTRICT, 2ND SECTION, FULTON COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCING AT A CONCRETE RIGHT OF WAY MONUMENT,
SAID MONUMENT BEING LOCATED AT THE INTERSECTION OF THE NORTHERLY RIGHT-OF-WAY OF STATE HIGHWAY NO. 9, A/K/A US HIGHWAY 19 (VARIABLE
RIGHT-OF-WAY) AND THE EASTERLY RIGHT-OF-WAY OF COGBURN ROAD (VARIABLE RIGHT-OF-WAY) SAID MONUMENT BEING THE TRUE POINT OF BEGINNING;


 


THENCE PROCEEDING NORTH ALONG THE EASTERLY
RIGHT-OF-WAY OF COGBURN ROAD, NORTH 01° 24' 23" EAST 139.80 FEET TO A POINT; THENCE NORTH 01° 30' 43" EAST 148.35
FEET TO A POINT; THENCE NORTH 02° 27' 38" EAST 61.71 FEET TO A POINT; THENCE DEPARTING SAID COGBURN ROAD RIGHT-OF-WAY
SOUTH 89° 14' 02" EAST 568.63 FEET TO A POINT; THENCE SOUTH 00° 30' 22" EAST 368.68 FEET TO A POINT ON NORTHERLY
RIGHT-OF-WAY LINE OF STATE HIGHWAY NO. 9; THENCE ALONG SAID RIGHT-OF-WAY OF STATE HIGHWAY NO. 9 NORTH 89° 15' 06" WEST
332.33 FEET TO POINT; THENCE NORTH 00° 56' 57" EAST 5.39 FEET TO A POINT; THENCE SOUTH 89° 04' 07" WEST 24.00
FEET TO A POINT; THENCE SOUTH 00° 55' 53" WEST 5.50 FEET TO A POINT; THENCE NORTH 89° 20' 58" WEST 200.56 FEET
TO A CONCRETE RIGHT OF WAY MONUMENT; THENCE NORTH 50° 42' 27" WEST 32.28 FEET TO THE TRUE POINT OF BEGINNING.


 




    	 	158	 



     


    

 


EXHIBIT A-18


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC PSINDIA01, LLC




 


		Name of Project:	Prairie Hills at Independence




 


		Address of Project:	505 Enterprise Drive SW, Independence, Iowa 50644 (Polk
County)




 


Legal Description of Land:


 


All Condominium Units in Prairie Hills at Independence,
a Condominium according to the Declaration thereof recorded as File No. 2008R04449, Records of the Buchanan County Recorder, Prairie
Hills at Independence as presently constituted, is located on Lots 1 and 2, Enterprise First Addition to Independence, Buchanan
County, Iowa.


 


Together with rights contained in Declaration
of Submission of Property to Horizontal Property Regime, dated December 19, 2008, filed December 30, 2008, as Document No. 2008R04449.


 




    	 	159	 



     


    

 


EXHIBIT A-19


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC BWBRUGA01, LLC




 


		Name of Project:	Addington Place of Brunswick




 


		Address of Project:	890 Scranton Road, Brunswick, Georgia 31525 (Glynn County)




 


Legal Description of Land:


 


ALL OF THAT LOT, PARCEL OR TRACT OF LAND LYING
AND BEING IN THE 26TH GEORGIA MILITIA DISTRICT, GLYNN COUNTY, GEORGIA BEING A PORTION OF BLOCK “G”, GLYNN PLACE COMMERCIAL
PARK, AND IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


BEGINNING AT AN IRON REBAR FOUND AT THE INTERSECTION
OF THE EASTERLY RIGHT OF WAY LINE OF SCRANTON ROAD (100’ RIGHT OF WAY) AND THE SOUTHERLY RIGHT OF WAY LINE OF CHAPEL CROSSING
ROAD (100’ RIGHT OF WAY); THENCE ALONG SAID CHAPEL CROSSING ROAD RIGHT OF WAY N 88°58’32” E A DISTANCE OF
457.43’ TO A CAPPED IRON REBAR FOUND; THENCE LEAVE SAID RIGHT OF WAY LINE AND PROCEED WITH THE FOLLOWING COURSES AND DISTANCES;
THENCE S 01°01’28” E A DISTANCE OF 154.08’ TO A CAPPED IRON REBAR FOUND; THENCE S 32°05’21”
W A DISTANCE OF 700.95’ TO A CAPPED IRON REBAR FOUND; THENCE N 57°54’11” W A DISTANCE OF 537.32’ TO
AN IRON REBAR ON THE EASTERLY RIGHT OF WAY LINE OF SCRANTON ROAD; THENCE ALONG SAID RIGHT OF WAY LINE N 32°05’21”
E A DISTANCE OF 440.04’ TO AN IRON REBAR FOUND; THENCE N 58°39’29” E A DISTANCE OF 156.53’ TO THE POINT
OF BEGINNING.


 


TOGETHER WITH THOSE EASEMENT RIGHTS ARISING
UNDER CERTAIN STORMWATER DRAINAGE AND UTILITY EASEMENT AGREEMENT BY AND BETWEEN THOMAS & BRYSON PROPERTIES, LLC, A GEORGIA
LIMITED LIABILITY COMPANY AND BRUNSWICK SLP LLC, A GEORGIA LIMITED LIABILITY COMPANY, DATED AS OF FEBRUARY 20, 2012, FILED FOR
RECORD FEBRUARY 22, 2012, AT 10:18 A.M., RECORDED IN DEED BOOK 2963, PAGE 446, RECORDS OF GLYNN COUNTY, GEORGIA WITH RESPECT TO
THE FOLLOWING EASEMENTS:


 


30’ DRAINAGE EASEMENT


 


ALL OF THAT 30’ DRAINAGE EASEMENT LYING
AND BEING IN THE 26TH GEORGIA MILITIA DISTRICT, GLYNN COUNTY, GEORGIA BEING A PORTION OF BLOCK “G”, GLYNN PLACE COMMERCIAL
PARK, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 




    	 	160	 



     


    

  


COMMENCING AT AN IRON REBAR FOUND AT THE INTERSECTION
OF THE EASTERLY RIGHT OF WAY LINE OF SCRANTON ROAD AND THE SOUTHERLY RIGHT OF WAY LINE OF CHAPEL CROSSING ROAD; THENCE ALONG SAID
CHAPEL CROSSING ROAD RIGHT OF WAY N 88°58’32” E A DISTANCE OF 457.43’ TO A POINT; THENCE LEAVE SAID RIGHT
OF WAY LINE AND PROCEED S 01°01’28” E A DISTANCE OF 154.08” TO A POINT; THENCE S 32°05’21”
W A DISTANCE OF 100.80’ TO THE POINT OF BEGINNING; THENCE S 57°34’43” E A DISTANCE OF 395.36’ TO A
POINT; THENCE S 32°05’21” W A DISTANCE OF 30.00’ TO A POINT; THENCE N 57°34’43” W A DISTANCE
OF 395.36’ TO A POINT; THENCE N 32°05’21” E A DISTANCE OF 30.00’ TO THE POINT OF BEGINNING.


  


20’ UTILITY EASEMENT


 


ALL OF THAT LOT, PARCEL OR TRACT OF LAND LYING
AND BEING IN THE 26TH GEORGIA MILITIA DISTRICT, GLYNN COUNTY, GEORGIA BEING A PORTION OF BLOCK “G”, GLYNN PLACE COMMERCIAL
PARK, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


COMMENCING AT AN IRON REBAR FOUND AT THE INTERSECTION
OF THE EASTERLY RIGHT OF WAY LINE OF SCRANTON ROAD AND THE SOUTHERLY RIGHT OF WAY LINE OF CHAPEL CROSSING ROAD; THENCE ALONG SAID
SCRANTON ROAD RIGHT OF WAY S 58°39’29” W A DISTANCE OF 156.53’ TO A POINT; THENCE S 32°05’21”
W A DISTANCE OF 440.04’ TO A POINT; THENCE LEAVE SAID RIGHT OF WAY LINE AND PROCEED S 57°54’11” E A DISTANCE
OF 537.32’ TO THE POINT OF BEGINNING; THENCE N 32°05’21” E A DISTANCE OF 20.00’ TO A POINT; THENCE
S 57°54’11” E A DISTANCE OF 304.60’ TO A POINT; THENCE S 01°04’37” E A DISTANCE OF 528.66’
TO A POINT; THENCE S 57°52’07” E A DISTANCE OF 40.83’ TO A POINT; THENCE S 57°45’01” E A
DISTANCE OF 159.88’ TO A POINT; THENCE S 32°06’13” W A DISTANCE OF 335.90’ TO A POINT ON THE NORTHERLY
RIGHT OF WAY LINE OF SCRANTON CONNECTOR; THENCE ALONG SAID RIGHT OF WAY LINE N 55°50’07” W A DISTANCE OF 20.01’
TO A POINT; THENCE LEAVE SAID RIGHT OF WAY LINE AND PROCEED N 32°06’13” E A DISTANCE OF 315.23’ TO A POINT;
THENCE N 57°45’01” W A DISTANCE OF 139.91’ TO A POINT; THENCE N 57°52’07” W A DISTANCE OF
51.62’ TO A POINT; THENCE N 01°04’37” W A DISTANCE OF 528.65’ TO A POINT; THENCE N 57°54’11”
W A DISTANCE OF 293.78’ TO THE POINT OF BEGINNING.


 




    	 	161	 



     


    

 


EXHIBIT A-20


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC DBDUBGA01, LLC




 


		Name of Project:	Addington Place of Dublin




 


		Address of Project:	212 Fairview Park Drive, Dublin, Georgia 31021 (Laurens
County)




 


Legal Description of Land:


 


ALL THAT TRACT OF LAND IN THE LAND LOT 130
OF THE FIRST LAND DISTRICT OF LAURENS COUNTY, GEORGIA, CONTAINING 4.60 ACRES, AND BEING PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING
AT AN IRON PIN AT THE POINT OF BEGINNING THENCE SOUTHEASTERLY 61 DEGREES 56 MINUTES 10 SECONDS 423.13 FEET TO A STEEL REBAR; THENCE
SOUTHWESTERLY 45 DEGREES 05 MINUTES 37 SECONDS 559.23 FEET TO A STEEL REBAR; THENCE NORTHWESTERLY 44 DEGREES 18 MINUTES 44 SECONDS
404.60 FEET TO A STEEL REBAR; THENCE NORTHEASTERLY 45 DEGREES 05 MINUTES 37 SECONDS 431.11 FEET TO THE POINT OF BEGINNING. SAID
TRACT IS BOUNDED, NOW OR FORMERLY, ON THE EAST BY PROPERTY OF MOORE STATION DEVELOPMENT, L.L.C.; SOUTH BY PROPERTY OF THOMAS R.
PERRY; WEST BY PROPERTY OF THREE J. INVESTMENTS AND NORTH BY PROPERTY OF MOORE STATION DEVELOPMENT, L.L.C.


 


TOGETHER WITH RIGHTS CONTAINED IN RIGHT-OF-WAY
DEED FROM MOORE STATION DEVELOPMENT CO., LLC, TO CITY OF DUBLIN, DATED MARCH 27, 2008, AND RECORDED IN BOOK 1998, PAGE 284, AND
EASEMENT FROM MOORE STATION DEVELOPMENT CO. LLC, TO DUBLIN SENIOR LIVING PARTNERS, LLC RECORDED MAY 16, 2008, IN DEED BOOK 2014,
PAGE 23.


 


SAID TRACT PARTICULARLY SHOWN ON A PLAT OF
SURVEY FOR EMPIRE FINANCIAL SERVICES, INC. BY LARRY C. JONES, LAND SURVEYOR, DATED MARCH 21, 2008, AND RECORDED IN PLAT BOOK 9,
PAGE 388A, LAURENS COUNTY RECORDS, WHICH PLAT IS BY THIS REFERENCE INCORPORATED.


 


ALSO BEING DESCRIBED AS FOLLOWS:


 


ALL THAT CERTAIN PARCEL OF LAND LYING AND BEING
IN THE LAND LOT 130OF THE 1ST LAND DISTRICT OF LAURENS COUNTY, GEORGIA.


 




    	 	162	 



     


    

 


TO FIND THE TRUE POINT OF BEGINNING, COMMENCE
AT A POINT 2,298.67 FEET SOUTHWESTERLY FROM THE INSTERSECTION OF THE SOUTHWESTERLY RIGHT OF WAY OF INDUSTRIAL BOULEVARD, WITH THE
NORTHEASTERLY RIGHT OF WAY OF FAIRVIEW PARK DRIVE (50’ PUBLIC RIGHT OF WAY); THENCE LEAVING SAID RIGHT OF WAY NORTH 45°
39’ 51” WEST FOR A DISTANCE OF 203.99 FEET TO A 5/8 INCH IRON ROD FOUND; THENCE SOUTH 45° 05’ 37” WEST
FOR A DISTANCE OF 212.84 FEET TO A 1⁄2 INCH IRON PIPE AND THE TRUE POINT OF BEGINNING.


 


FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED
THENCE PROCEED SOUTH 61° 55’ 41” EAST FOR A DISTANCE OF 423.12 FEET TO A 1⁄2 “ IRON PIPE FOUND; THENCE,
SOUTH 45° 05’ 37” WEST, FOR A DISTANCE OF 559.25 FEET TO A 1/2” IRON PIPE FOUND; THENCE NORTH 44° 19’
21” WEST, FOR A DISTANCE OF 404.50 FEET TO A 5/8 IRON ROD FOUND; THENCE NORTH 45° 04’ 46” EAST, FOR A DISTANCE
OF 431.26 FEET TO A 1⁄2” IRON PIPE AND THE TRUE POINT OF BEGINNING.


 




    	 	163	 



     


    

 


EXHIBIT A-21


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC PHTIPIA01, LLC




 


		Name of Project:	Prairie Hills at Tipton




 


		Address of Project:	219 S. Cedar Street, Tipton, Iowa 52772 (Cedar County)




 


Legal Description of Land:


 


Units 201 through 213, 301
through 320, 401 through 413; All in Prairie Hills at Tipton Condominiums, a Condominium in the City of Tipton, Iowa, together
with appurtenances thereto including an undivided fractional interest in the common elements, areas and facilities as determined
for said unit by the provisions of, and in accordance with, the Declaration of Submission of Property to Horizontal Property Regime
for Prairie Hills at Tipton Condominiums, filed in the office of the Recorder of Cedar County, Iowa on September 24, 2012 in Book
1132 at Page 1/Document No. 2012 3782 (and any supplements and amendments thereto). Prairie Hills at Tipton Condominiums, as presently
constituted, is located on Auditor's Parcel "L" is a part of the Northwest Quarter (NW 1/4) of the Southwest Quarter
(SW 1/4) Section Six (6), Township Eighty (80) North, Range Two (02) West of the Fifth (5th) Principal Meridian (P.M.) in the City
of Tipton, Cedar County, Iowa and is more particularly described as follows: Commencing at the Southwest corner of said NW 1/4
of the SW 1/4 Section 6; thence South 89°55'41" East 515.18 feet along the South line of said NW 1/4 of the SW 1/4; thence
North 0° 47'31" West 213.00 feet to the Point of Beginning for this description; thence continuing North 0°47'31"
West 484.24 feet to the Southeast line of Lot 3 of the "City of Tipton Industrial Park"; thence North 34° 00'14"
East 79.25 feet along the Southeast side of said Lot 3; thence South 89° 55' 41" East 569.91 feet to the centerline of
Cedar Street (also known as Iowa Highway No. 38); thence South 00°48'24" East 550.00 feet along said centerline; thence
North 89°55'41" West 615.28 feet to the Point of Beginning. The West line of the Southwest Quarter (SW 1/4) of Section
Six (6) is North 0°00'00" East for purpose of this description.


 




    	 	164	 



     


    

 


EXHIBIT A-22


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC OPBROOR01, LLC




 


		Name of Project:	Ocean Park Memory Care




 


		Address of Project:	984 Parkview Drive, Brookings, Oregon 97415 (Curry County)




 


Legal Description of Land:


 


A tract of land lying in the Southwest Quarter
of Section 31, Township 40 South, Range 13 West, Willamette Meridian, Curry County, Oregon, described as follows:


 


Beginning at the Southwest corner of said Section
31;


Thence North along the West line of said Section
200.1 feet


Thence East 104.0 feet;


Thence North 422.9 feet;


Thence North 89°53’ East, 733.3 feet;


Thence East 35.0 feet;


Thence North 22°04’ East 178.7 feet;


Thence North 45°24’ East 144.8 feet;


Thence North 18° 34’ East 198.2 feet;


Thence North 41°37’ East 335.2 feet;


Thence South 0°58’ East 656.0 feet;


Thence South 43°41’ West 154.8 feet;


Thence South 25°25’ West 118.9 feet;


Thence South 29°08’West 103.4 feet;


Thence South 58°18’ West 171.6 feet;


Thence South 26°26’ West 235.0 feet
to an iron pipe;


Thence North 89°45’15” West
291.6 feet;


Thence South 0°58’ West 105.7 feet
to an iron pipe on the South line of said Section 31;


Thence West along said South line 546.1 feet
to the Point of Beginning.


 


TOGETHER with an easement for roadway and utility
purposes and for egress, ingress and access to the above described property over a strip of land 40.0 feet in width, the centerline
of which commences on the Northerly line of Ransom Avenue in the City of Brookings, Oregon; thence North in a straight line, parallel
to and 426.1 feet East of the West line of Section 6 to the South line of said Section 31.


 


ALSO TOGETHER with a perpetual non-exclusive
easement for roadway and utility purposes, 20.0 feet in width, over, across and under the Westerly 20.0 feet of the property described
in Volume 70, Page 61, Curry County Book of Records.


 




    	 	165	 



     


    

 


 ALSO TOGETHER with rights, if any as
set forth in a Deed from Frank McMillan and Eleanor C. McMillan to Henry L. Kerr and Adeline Kerr dated July 8, 1958 and recorded
in Volume 53, Page 310, Curry County Book of Records.


 




    	 	166	 



     


    

 


EXHIBIT A-23


 


DESCRIPTION OF PROJECTS


 


		Borrower:	ARHC ALELIKY01, LLC




 


		Name of Project:	Allegro at Helmwood




 


		Address of Project:	108 Diecks Drive, Elizabethtown, Kentucky 42701 (Hardin
County)




 


Legal Description of Land:


 


Parcel 1


 


Lot 1, Westminister Terrace Subdivision, Amended
Record Plat of Governors Manor Shopping Center, Lots 13, 14 and 1-B and Governors Drive, a plat of which is recorded in Plat Cabinet
1, Sheet 963, Amended from Sheet 617, in the Office of the Clerk of Hardin County, Kentucky.


 


Together with a nonexclusive easement for ingress
and egress as set forth in the Mutual Grant Easement by and between Helmwood Village I, LTD., and Helmwood Village II Associates,
dated May 19, 1988 and recorded in Deed Book 628, Page 451 in the Office of the Clerk of Hardin County, Kentucky.


 


PARCEL NO. 202-30-05-026


 




    	 	167	 



     


    

 


EXHIBIT B


 


	 	Facility	 	Borrower
	1.	Lakeside Vista	 	ARHC LVHLDMI01, LLC
	2.	Buchanan Meadows	 	ARHC BMBUCMI01, LLC
	3.	Sunnybrook of Mt. Pleasant	 	ARHC SPPLSIA01, LLC
	4.	Prairie Hills at Ottumwa	 	ARHC PHOTTIA01, LLC
	5.	Sunnybrook of Carroll	 	ARHC SCCRLIA01, LLC
	6.	Prairie Hills at Clinton	 	ARHC PHCTNIA01, LLC
	7.	Addington Place of Titusville	 	ARHC TVTITFL01, LLC
	8.	Sunnybrook of Muscatine	 	ARHC SMMTEIA01, LLC
	9.	Camelia Walk Assisted Living and Memory Care	 	ARHC CWEVAGA01, LLC
	10.	Prestige Pines	 	ARHC PPDWTMI01, LLC
	11.	Prestige Commons	 	ARHC PCCHEMI01, LLC
	12.	Prestige Centre	 	ARHC PCPLSMI01, LLC
	13.	Golden Orchards	 	ARHC GOFENMI01, LLC
	14.	Crystal Springs	 	ARHC CSKENMI01, LLC
	15.	Sunnybrook of Ft. Madison	 	ARHC SMMDSIA01, LLC
	16.	Sunnybrook of Fairfield	 	ARHC SFFLDIA01, LLC
	17.	Addington Place of Alpharetta	 	ARHC ALALPGA01, LLC
	18.	Prairie Hills at Independence	 	ARHC PSINDIA01, LLC
	19.	Addington Place of Brunswick	 	ARHC BWBRUGA01, LLC
	20.	Addington Place of Dublin	 	ARHC DBDUBGA01, LLC
	21.	Prairie Hills at Tipton	 	ARHC PHTIPIA01, LLC
	22.	Ocean Park Memory Care	 	ARHC OPBROOR01, LLC
	23.	Allegro at Helmwood	 	ARHC ALELIKY01, LLC


 




    	 	168	 



     


    

  


EXHIBIT C


 


Form Of Assignment and Assumption


 


This Assignment
and Assumption (this “Assignment and Assumption”) is
dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and
[the][each]2 Assignee
identified in item 2 below ([the][each, an] “Assignee”). [It
is understood and agreed that the rights and obligations of [the Assignors] [and] [the Assignees]3 hereunder
are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the “Loan
Agreement”), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard
Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective
capacities as Lenders] under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with
the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or
in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any] Assignor.


 





 






		1	For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.



		2	For bracketed language here and elsewhere in this form
relating to the Assignee(s), if the assignment is from a single Assignee, choose the first bracketed language. If the assignment
is to multiple Assignees, choose the second bracketed language.



		3	Select as appropriate.



		4	Include bracketed language if there are multiple Assignors
or multiple Assignees.



 




    	 	169	 



     


    

 





	 	1.	Assignor[s]:	 	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	2.	Assignee[s]:	 	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	[for each Assignee, indicate [Affiliate] 
	 	 	 	[Approved Fund] of [identify Lender]]
	 	 	 	 
	 	3.	Borrowers:	See Exhibit B to Loan Agreement
	 	 	 	 
	 	4.	Administrative Agent:	  Capital One, National Association
	 	 	 	 
	 	5.	Loan Agreement:	Loan Agreement, dated as of December 28, 2017, among 

the Borrowers, the lending institutions party thereto from

time to time, and Administrative Agent.










 





	FACILITY ASSIGNED	 	AGGREGATE

AMOUNT OF LOAN

FOR ALL LENDERS	 	AMOUNT OF

LOAN ASSIGNED	 	PERCENTAGE

ASSIGNED OF

LOAN
	Funding Amount	 	$	 	$	 	%







 


		1.	Trade Date:                           ______________5



 


2.              Effective Date:
_____________ ___, 20___ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]


 


[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY
LEFT BLANK]


 





 






		5	To be completed if the Assignor(s) and the Assignee(s)
intend that the minimum assignment amount is to be determined as of the Trade Date.



 




    	 	170	 



     


    

 


The terms set forth
in this Assignment Agreement are hereby agreed to:


 


	 	ASSIGNOR
	 	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ASSIGNEE
	 	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	171	 



     


    

 


	[Consented to and]6 Accepted:
	 
	CAPITAL ONE, NATIONAL ASSOCIATION, 
	as Agent	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	[Consented to by]7:	 
	 	 
	[_____________________],
	as Borrower Representative
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 





 






		6	To be added only if the consent of the Agent is required
by the terms of the Loan Agreement.



 


		7	To be added only if the consent of the Borrower Representative
is required by the terms of the Loan Agreement.



  




    	 	172	 



     


    

 


ANNEX 1


Loan Agreement


dated as of _____________,


by and among


________________, and its subsidiaries


which are borrowers thereunder,


the financial institutions from time to
time party thereto,


and


Capital One, National Association, as agent


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


		1.	Representations and Warranties.



 


1.1       Assignors.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby
and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Parent,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or
observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Document.


 


1.2       Assignees.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 11.3 of the Loan Agreement (subject
to such consents, if any, as may be required under Section 11.3 of the Loan Agreement), (iii) from and after the Effective
Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the
type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire
the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and has
received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section
6 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis
and decision to enter into this Assignment Agreement and to purchase the Assigned Interest, (vi) it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vii) if it
is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Loan Agreement, duly completed and executed by the Assignee, and (viii) [reserved]; and (b) agrees that (i) it
will, independently and without reliance on the 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, (ii) 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 Lender, and (iii) it will use any material nonpublic information and confidential information
concerning Borrowers and their Affiliates and their equity interests in accordance with Section 11.23 of the Loan Agreement.


 




    	 	173	 



     


    

  


2.             Payments.
From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Agent
shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.


 


3.             General
Provisions. This Assignment Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment Agreement may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment Agreement. This Assignment Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.


 


4.             Condition
Precedent. The obligations of the Assignor and the Assignee hereunder shall be subject to the fulfillment of the condition
that the Assignor shall have (a) received all payments in respect of [the] [each] Assigned Interest (including, without limitation,
payments of principal, interest, fees and other amounts), and (b) complied with other applicable provisions of Section 11.3
of the Loan Agreement.


 


5.             Method
of Payment. All payments to be made by either party hereunder shall be in funds immediately available at the place of payment
on the same day and shall be made by wire transfer to the account designated by the party to receive payment.


 


6.             Appointment
and Authorization. The Assignee irrevocably appoints and authorizes, and agrees that it will require any transferee of any
of its interest in its pro rata share of the Loan and in [the Note] irrevocably to appoint and authorize, the Agent, to
take such actions as its agents on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents
as are delegated by the terms thereof, together with such powers as are reasonably incidental thereto.


 




    	 	174	 



     


    

  


7.             Patriot
Act Notification. Subject to the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), Assignee hereby notifies the Borrower Parties that pursuant to the requirements of the Patriot Act, it is required
to obtain, verify and record information that identifies the Borrower Parties, which information includes the name and address
of the Borrower Parties and other information that will allow such Assignee to identify the Borrower Parties in accordance with
the Patriot Act.


 


8.             Integration.
This Agreement shall supersede any prior agreement or understanding between the parties (other than the Loan Agreement and the
other Loan Documents) as to the subject matter hereof.


 




    	 	175	 



     


    

 


EXHIBIT D






Names of Operating Tenants


 


	 	 	Facility	 	Operating Tenant
	1.	 	Lakeside Vista	 	Leisure Living Management of Holland, Inc.
	2.	 	Buchanan Meadows	 	Leisure Living Management of Buchanan, Inc.
	3.	 	Sunnybrook of Mt. Pleasant	 	ARHC SPPLSIA01 TRS, LLC
	4.	 	Prairie Hills at Ottumwa	 	ARHC PHOTTIA01 TRS, LLC
	5.	 	Sunnybrook of Carroll	 	ARHC SCCRLIA01 TRS, LLC
	6.	 	Prairie Hills at Clinton	 	ARHC PHCTNIA01 TRS, LLC
	7.	 	Addington Place of Titusville	 	ARHC TVTITFL01 TRS, LLC
	8.	 	Sunnybrook of Muscatine	 	ARHC SMMTEIA01 TRS, LLC
	9.	 	Camelia Walk Assisted Living and Memory Care	 	ARHC CWEVAGA01 TRS, LLC
	10.	 	Prestige Pines	 	Leisure Living Management of Lansing, Inc.
	11.	 	Prestige Commons	 	Lifehouse Prestige Commons Operations, LLC
	12.	 	Prestige Centre	 	Lifehouse Mt. Pleasant Operations, LLC
	13.	 	Golden Orchards	 	Lifehouse – Golden Acres Operations, LLC
	14.	 	Crystal Springs	 	Lifehouse – Crystal Manor Operations, LLC
	15.	 	Sunnybrook of Ft. Madison	 	ARHC SMMDSIA01 TRS, LLC
	16.	 	Sunnybrook of Fairfield	 	ARHC SFFLDIA01 TRS, LLC
	17.	 	Addington Place of Alpharetta	 	ARHC ALALPGA01 TRS, LLC
	18.	 	Prairie Hills at Independence	 	ARHC PSINDIA01 TRS, LLC
	19.	 	Addington Place of Brunswick	 	ARHC BWBRUGA01 TRS, LLC
	20.	 	Addington Place of Dublin	 	ARHC DBDUBGA01 TRS, LLC
	21.	 	Prairie Hills at Tipton	 	ARHC PHTIPIA01 TRS, LLC
	22.	 	Ocean Park Memory Care	 	ARHC OPBROOR01 TRS, LLC
	23.	 	Allegro at Helmwood	 	ARHC ALELIKY01 TRS, LLC


 




    	 	176	 



     


    

 


EXHIBIT E






Lender Addresses


 


Capital One, National Association


77 W. Wacker Drive, 10TH Floor


Chicago, Illinois 60601


		Attention:	Jeffrey Muchmore, Credit Executive



		Facsimile:	(855) 332-1699



		Reference:	HTI/Senior Portfolio



 


with copy to:


 


Capital One, National Association


5804 Trailridge Drive


Austin, Texas 78731


		Attention:	Diana Pennington, Senior Director, Associate General Counsel



		Facsimile:	(855) 438-1132



		Reference:	HTI/Senior Portfolio



 


with copy to:


 


Capital One, National Association


77 W. Wacker Drive, 10th Floor


Chicago, Illinois 60601


		Attention:	Jason LaGrippe, Vice President



		Facsimile:	(312) 739-3870



		Reference:	HTI/Senior Portfolio



 




    	 	177	 



     


    

 


SCHEDULE 1.1(a)


 


MANAGEMENT
AGREEMENTS


 


		1.	Management Agreement by and between Leisure Living Management of Holland, Inc., a Michigan corporation,
as tenant, and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of June 8, 2017.



 


		2.	Management Agreement by and between Leisure Living Management of Buchanan, LLC, a Michigan limited
liability company, as tenant and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of
June 8, 2017.



 


		3.	Management Agreement by and between ARHC SPPLSIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Mount Pleasant Care Properties, LLC, an Oregon limited liability company, as manager, dated as of August 26, 2014,
as amended by that certain First Addendum to Management Agreement dated December __, 2015.



 


		4.	Management Agreement by and between ARHC PHOTTIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Ottumwa Care Properties, LLC, an Oregon limited liability company, as manager, dated as of August 26, 2014, as amended
by that certain First Addendum to Management Agreement dated December __, 2015.



 


		5.	Management Agreement by and between ARHC SCCRLIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Michigan limited partnership, dated as of May 27, 2016.*



 


		6.	Management Agreement by and between ARHC SCCRLIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Senior Housing Management Inc., an Iowa corporation as manager, dated as of January 1, 2018.



 


		7.	Management Agreement by and between ARHC PHCTNIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Michigan limited partnership, dated as of May 27, 2016.*



 


		8.	Management Agreement by and between ARHC PHCTNIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Senior Housing Management, Inc., an Iowa corporation, as manager, dated as of January 1, 2018.



 


		9.	Management Agreement by and between ARHC TVTITFL01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Florida limited liability company, as manager, dated as of November
1, 2016.*



 





 






*
The Management Agreements marked with an “*” are expiring as of December 31, 2017. Due to such expiration, with respect
to the Projects covered by such Management Agreements, the Administrative Agent has approved only the replacement form Management
Agreement with respect to such Project, and the scheduling of these expiring Management Agreements shall not be deemed to be an
approval by the Administrative Agent that the forms thereof will be acceptable after such expiration on December 31, 2017.


 




    	 	178	 



     


    

  


		10.	Management Agreement by and between ARHC TVTITFL01 TRS, LLC, a Delaware limited liability company,
as tenant, and Concordis Management Titusville, LLC, a Florida limited liability company, as manager, dated as of January 1, 2018.



 


		11.	Management Agreement by and between ARHC SMMTEIA01 TRS, LLC, a Delaware Limited liability company,
as tenant and Muscatine Care Properties, an Oregon Limited liability company, as manager, dated as of August 26, 2014, as amended
by that certain First Addendum to Management Agreement dated December __, 2015.



 


		12.	Management Agreement by and among ARHC CWEVAGA01 TRS, LLC, a Delaware limited liability company,
as tenant, NFR OP CO, LLC, a Georgia limited liability company, as subtenant, and Charter Senior Living Evans, LLC, a Georgia limited
liability company, as manager, dated September 28, 2017.



 


		13.	Management Agreement by and between Leisure Living Management of Lansing, Inc., a Michigan corporation,
as tenant, and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of June 8, 2017.



 


		14.	Management Agreement by and between Lifehouse Prestige Commons Operations, LLC, a Michigan limited
liability company, as tenant, and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of
June 8, 2017.



 


		15.	Management Agreement by and between Lifehouse Mt. Pleasant Operations, LLC, a Michigan limited
liability company, as tenant, and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of
June 8, 2017.



 


		16.	Management Agreement by and between Lifehouse Golden Acres Operations, LLC, a Michigan limited
liability company, as tenant, and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of
June 8, 2017.



 


		17.	Management Agreement by and between Lifehouse Crystal Manor Operations, LLC, a Michigan limited
liability company, as tenant, and Homestead Management Group LLC, a Michigan limited liability company, as manager, dated as of
June 8, 2017.



 


		18.	Management Agreement by and between ARHC SMMDSIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Fort Madison Care Properties, LLC, an Oregon limited liability company, as manager, dated as of August 26, 2014,
as amended by that certain First Addendum to Management Agreement dated December __, 2015.



 


		19.	Management Agreement by and between ARHC SFFLDIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Fairfield Care Properties, LLC, an Oregon Limited liability company, as manager, dated as of August 26, 2014, as
amended by that certain First Addendum to Management Agreement dated December __, 2015.



 




    	 	179	 



     


    

  


		20.	Management Agreement by and between ARHC ALALPGA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Florida limited liability company, as manager, dated as of November
1, 2016. *



 


		21.	Management Agreement by and between ARHC ALALPGA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Phoenix Senior Living, LLC, a Georgia limited liability company, as manager, dated as of January 1, 2018.



 


		22.	Management Agreement by and between ARHC PSINDIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Florida limited liability company, as manager, dated as of May 27,
2016. *



 


		23.	Management Agreement by and between ARHC PSINDIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Senior Housing Management, Inc., an Iowa corporation, as manager, dated as of January 1, 2018.



 


		24.	Management Agreement by and between ARHC BWBRUGA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Florida limited liability company, as manager, dated as of November
1, 2016. *



 


		25.	Management Agreement by and between ARHC BWBRUGA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Oaks Senior Living, L.L.C., a Georgia limited liability company, as manager, dated as of January 1, 2018.



 


		26.	Management Agreement by and between ARHC DBDUBGA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Florida limited liability company, as manager, dated as of November
1, 2016. *



 


		27.	Management Agreement by and between ARHC DBDUBGA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Oaks Senior Living, L.L.C., a Georgia limited liability company, as manager, dated as January 1, 2018.



 


		28.	Management Agreement by and between ARHC PHTIPIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Symphony Senior Living Limited Partnership, a Florida limited liability company, as manager, dated as of May 27,
2016. *



 


		29.	Management Agreement by and between ARHC PHTIPIA01 TRS, LLC, a Delaware limited liability company,
as tenant, and Senior Housing Management, Inc., an Iowa corporation, as manager, dated as of January 1, 2018.



 


		30.	Management Agreement by and between ARHC OPBROOR01 TRS, LLC, a Delaware limited liability company
, as tenant, and Ocean Park Care Properties, LLC, an Oregon limited liability company, as manager, dated as of September 1, 2015.



 





 






* See comment
above.


* See comment
above.


 




    	 	180	 



     


    

  


		31.	Management Agreement by and among ARHC ALELIKY01 TRS, LLC, a Delaware limited liability company,
as tenant, The Allegro at Helmwood, LLC, a Kentucky limited liability company, as subtenant, and Love Management Company, LLC,
a Missouri limited liability company d/b/a Allegro Management Company, as manager, dated as September 30, 2014.



 




    	 	181	 



     


    

 


SCHEDULE 1.1(b)


 


EXISTING PROPERTY MANAGERS


 


		1.	Homestead Management Group, LLC



 


		2.	Mount Pleasant Care Properties, LLC



 


		3.	Ottumwa Care Properties, LLC



 


		4.	Senior Housing Management, Inc.



 


		5.	Concordis Senior Living, L.L.C.



 


		6.	Muscatine Care Properties, LLC



 


		7.	Charter Senior Living Evans, LLC



 


		8.	Fort Madison Care Properties, LLC



 


		9.	Fairfield Care Properties, LLC



 


		10.	Phoenix Senior Living, L.L.C.



 


		11.	Oaks Senior Living, L.L.C.



 


		12.	Ocean Park Care Properties, LLC



 


		13.	Love Management Company, LLC d/b/a Allegro Management Company



  




    	 	182	 



     


    

 


SCHEDULE 2.1


 









CONDITIONS TO ADVANCE OF LOAN PROCEEDS


 


The advance of the
Loan proceeds shall be subject to the terms of the Loan Documents, and Administrative Agent’s receipt, review, approval and/or
confirmation of the following items set forth in this Schedule 2.1, at Borrowers’ cost and expense, each in form and
content satisfactory to Administrative Agent in its sole discretion:


 


		1.	Loan Documents. The Loan Documents and Environmental Indemnity Agreement executed by Borrowers
and/or Guarantor, as applicable.



 


		2.	Title Insurance Policy. An ALTA (or equivalent) mortgagee policy or policies of title insurance
in the Allocated Loan Amounts, with reinsurance and endorsements as Administrative Agent may require, containing no exceptions
to title (printed or otherwise) which are unacceptable to Administrative Agent, and insuring that each Mortgage creates a first-priority
Lien on Borrowers’ right title and interest in and to the Project and related collateral (each a “Title Policy”
and collectively, the “Title Policies”).



 


		3.	Organizational and Authority Documents. Certified copies of all documents evidencing the
formation, organization, valid existence, good standing, and due authorization of and for Borrowers and each other Borrower Party
for the execution, delivery, and performance of the Loan Documents and the Environmental Indemnity Agreement by Borrowers and each
other Borrower Party, as applicable.



 


		4.	Legal Opinions. Legal opinions issued by counsel for Borrowers and each other Borrower Party,
opining as to the due organization, valid existence and good standing of Borrowers and each other Borrower Party, and the due authorization,
execution, delivery, enforceability and validity of the Loan Documents and Environmental Indemnity Agreement with respect to Borrowers
and each other Borrower Party; that the Loan, as reflected in the Loan Documents, is not usurious; the Loan do not create or constitute
a partnership; compliance with licensing laws; and as to such other matters as Administrative Agent and Administrative Agent’s
counsel reasonably may specify.



 


		5.	Searches. Current Uniform Commercial Code, tax, judgment lien and litigation searches for
Borrowers and each other Borrower Party, and the immediately preceding owner of the Project.



 


		6.	Insurance. Evidence of insurance as required by this Agreement, and conforming in all respects
to the requirements of Administrative Agent.



 




    	 	183	 



     


    

 


		7.	Survey. Three (3) originals of a current “as built” survey of each Project,
dated or updated to a date not earlier than thirty (30) days prior to the Closing Date, prepared by a registered land surveyor
in accordance with the American Land Title Association American Congress on Surveying and Mapping Standards and containing Administrative
Agent’s approved form of certification in favor of Administrative Agent (on behalf of itself and Lenders) and the title insurer
(collectively, the “Survey”). The Survey shall conform to Administrative Agent’s current survey
requirements and shall be sufficient for the title insurer to remove the general survey exception.



 


		8.	Property Condition Report. A current engineering report or architect’s certificate
with respect to the Projects, covering, among other matters, inspection of heating and cooling systems, roof and structural details
and showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements
of the Americans with Disabilities Act) and fire, safety and health standards (the “Property Condition Report,”
whether one or more). As requested by Administrative Agent, the Property Condition Report shall also include an assessment of each
Projects’ tolerance for earthquake and seismic activity.



 


		9.	Environmental Reports. A current Site Assessment (as defined in the Environmental Indemnity
Agreement) for each Project.



 


		10.	Rent Roll. A current rent roll for each Project, certified by Borrowers or the current owner
of the Projects. Such rent roll shall include such information as reasonably required by Administrative Agent.



 


		11.	Operators’ Agreements. A copy of each fully executed Operator Agreement , in form
and substance satisfactory to Administrative Agent, certified by Borrowers as being true, correct and complete.



 


		12.	Tax and Insurance Impounds. Borrowers’ deposit with Administrative Agent of the amount
required under this Agreement to impound for taxes and assessments, insurance premiums and to fund any other required escrows or
reserves.



 


		13.	Compliance with Laws. Evidence that the Projects and the operation thereof comply with all
legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates,
approvals or consents required of any Governmental Authority have been issued without variance or condition and that there is no
litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such
matters. If title insurance with respect to the Projects (or any Project) described in item 2 above do not include a Zoning 3.1
(with parking) endorsement because such an endorsement is not available in the state where such Project is located, then Borrowers
shall furnish to Administrative Agent a zoning letter from the applicable municipal agency with respect to such Project or a zoning
report that verifies the zoning classification of the Project and such Project’s compliance with such zoning classification
(the “Zoning Report”).



 




    	 	184	 



     


    

  


		14.	No Casualty or Condemnation. No condemnation or adverse zoning or usage change proceeding
shall have occurred or shall have been threatened against any Project; no Project shall have suffered any significant damage by
fire or other casualty which has not been repaired; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction,
litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any Governmental
Authority, which would have, in Administrative Agent’s judgment, a material adverse effect on any Borrower, any other Borrower
Party or any Project.



 


		15.	Broker’s Fees. All fees and commissions payable to real estate brokers, mortgage brokers,
or any other brokers or lenders in connection with the Loan or the acquisition of the Projects have been paid, such evidence to
be accompanied by any waivers or indemnifications deemed necessary by Administrative Agent.



 


		16.	Costs and Expenses. Payment of Administrative Agent’s and each Lender’s costs
and expenses in underwriting, documenting, and closing the transaction, including fees and expenses of Administrative Agent’s
and such Lender’s inspecting engineers, consultants and counsel.



 


		17.	Representations and Warranties. The representations and warranties contained in this Loan
Agreement and in all other Loan Documents and Environmental Indemnity Agreement are true and correct in all material respects as
of the Closing Date (without duplication of any materiality qualifier contained therein), except to the extent that such representation
or warranty expressly relates to an earlier date (in which event such representations and warranties were true and correct in all
material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).



 


		18.	No Defaults. No Potential Default or Event of Default or default shall have occurred or
exist.



 


		19.	Appraisal. Administrative Agent shall obtain an appraisal report for each Project, in form
and content acceptable to Administrative Agent, prepared by an independent MAI appraiser in accordance with the Financial Institutions
Reform, Recovery and Enforcement Act (“FIRREA”) and the regulations promulgated pursuant to such act.



 


		20.	Management. The Property Manager and any Operators’ Agreement for each Project shall
be satisfactory to Administrative Agent in its sole discretion.



 


		21.	Date Debt Yield. The Closing Date Debt Yield of at least 11%.



 


		22.	Subordination and Non-Disturbance Agreements. Borrowers shall have delivered to Administrative
Agent on the Closing Date subordination and non-disturbance agreements with respect to Operating Tenants agreed to by Administrative
Agent, each of which shall be in form and substance satisfactory to Administrative Agent.



 




    	 	185	 



     


    

  


		23.	Audit. An audit conducted by Administrative Agent’s internal audit team, and a clinical
audit with respect to the Projects where healthcare services are being provided.



 


		24.	Adverse Change. No Material Adverse Change shall have occurred.



 


		25.	Other Items. Administrative Agent and Lenders shall have received such other items as Administrative
Agent and Lenders may reasonably require.



 


 




    	 	186	 



     


    

 


SCHEDULE 4.1


 


EXCEPTIONS TO REPRESENTATIONS AND
WARRANTIES REGARDING LEASES


 


None.


 




    	 	187	 



     


    

 


SCHEDULE 5.1


 


ORGANIZATION; FORMATION


 


 




    	 	188	 



     


    

 


ORGANIZATIONAL CHART


 


See Attached. 


 




    	 	189	 



     


    

 


SCHEDULE
5.4


 


Taxes
and Assessments


 


None.


 




    	 	190	 



     


    

  


SCHEDULE
5.7


 


Condemnation


 


None.


 




    	 	191	 



     


    

 


SCHEDULE 5.9


 


LOCATIONS OF BORROWERS


 


Each Borrower’s
principal place of business and chief executive office is located at:


 


405 Park Avenue


New York, New York 10022


 




    	 	192	 



     


    

 


SCHEDULE 5.24(a)


 


Third-Party
Payor Programs


 


		×	The following communities have a Medicaid contract that has been received however they have not received the “approval”
letter yet:



 


		o	Sunnybrook of Ft. Madison (5025 River Valley Road, Fort Madison, Iowa)



		o	Sunnybrook of Fairfield (3000 W. Madison Avenue, Fairfield, Iowa)



  




    	 	193	 



     


    

 


SCHEDULE 5.24(b)


 


Primary
Licenses


 


[EXCEL SPREADSHEET OF LICENSES TO BE ATTACHED]


 




    	 	194	 



     


    

SCHEDULE 5.24(c)


 


Governmental
Investigations


 


None.


 




    	 	195	 



     


    

 


SCHEDULE 5.24(d)


 


Violations,
Charges or Deficiencies


 


None.


 




    	 	196	 



     


    

 


SCHEDULE 6.2


 


COMPLIANCE CERTIFICATE


 


[ATTACHED SEPARATELY]


 




    	 	197	 



     


    

 


SCHEDULE 11.19


 


ALLOCATED LOAN AMOUNTS
FOR THE PROJECTS


 



 




    	 	198	 



     


    

 


SCHEDULE 11.37


 


REQUIRED REPAIRS AND POST CLOSING
OBLIGATIONS


 


		1.	Within sixty (60) calendar days after the Closing Date (or such longer period as Administrative
Agent may approve in writing in its sole discretion), the Borrowers shall take all actions required on the part of the Borrowers
to cause the CONA Account to be opened and to execute and deliver to Administrative Agent a Deposit Account Control Agreement with
respect to the CONA Account in form and substance reasonably satisfactory to Administrative Agent).



 


		2.	Within one-hundred eighty (180) calendar days after the Closing Date (or such longer period as
Administrative Agent may approve in writing in its sole discretion), the Borrowers shall complete all required repairs described
in the spreadsheet attached to this Schedule 11.37; provided, however, with respect to (a) the required repairs to
the magnetic door lock systems at the Project known as Prairie Hills at Clinton, as described on the spreadsheet attached to this
Schedule 11.37, such repairs shall be completed within sixty (60) calendar days after the Closing Date (or such longer period as
the Administrative Agent may approve in writing in its sole discretion), provided that the Company shall use commercially reasonable
efforts to complete such repairs within thirty (30) calendar days after the Closing Date and on or before the end of such thirty-day
period shall apprise the Administrative Agent of the status of such repairs, and (b) the required repairs with respect to the fire
alarm system at the Project known as Prestige Pines, as described on the spreadsheet attached to this Schedule 11.37, such repairs
shall be completed within thirty (30) calendar days after the Closing Date (or such longer period as the Administrative Agent may
approve in writing in its sole discretion).



 




    	 	199	 



     


    

  


[EXCEL SCHEDULE OF REQUIRED REPAIRS TO BE
ATTACHED]


 




    	 	200