Exhibit 10.6


 


GUARANTY
AGREEMENT


 


THIS GUARANTY AGREEMENT
(“Guaranty”) made as of August 19, 2016, by SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation
(“Sentio”), and SENTIO HEALTHCARE PROPERTIES OP, LP, a Delaware limited partnership (“Sentio
OP”) (Sentio and Sentio OP collectively referred to herein as “Guarantor”), on a joint and several
basis, to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, as administrative agent for
the benefit of the Lenders, its successors and assigns (“Agent”).


 


RECITALS


 


A.           On
or about the date hereof, Sentio Landlord Hammond, LLC (“Hammond”), Sentio Landlord Slidell, LLC (“Slidell”),
MVI Health Center, LP (“Mesa Vista”), Woodbury Mews III Urban Renewal, LLC (“Woodbury III”),
Woodbury Mews IV Urban Renewal, LLC (“Woodbury IV”), and Retirement Two, LLC, a Florida limited liability company
(“Sumter Grand”) (Hammond, Slidell, Mesa Vista, Woodbury III, Woodbury IV, and Sumter Grand being collectively
referred to as “Borrowers”), Agent and the Lenders entered into that certain Secured Loan Agreement (“Loan
Agreement”) whereby the Lenders agreed to make a secured term loan (the “Loan”) available to Borrowers
in the maximum aggregate amount at any time outstanding not to exceed the sum of Sixty-Two Million Fifty Thousand and No/100 Dollars
($62,050,000.00), for the recast of the Projects.


 


B.           In
connection with the Loan, Borrowers have executed and delivered one or more promissory notes (collectively, the “Notes”),
of even date herewith and payable to the order of the Lenders in the aggregate amount of $62,050,000.00, payment of which is secured
by (i) the Mortgages and (ii) the other Loan Documents.


 


C.           Guarantor
will derive financial benefit from the Loan evidenced and secured by the Notes, the Mortgages and the other Loan Documents.


 


D.           The
Lenders have relied on the statements and agreements contained herein in agreeing to make the Loan. The execution and delivery
of this Guaranty by Guarantor is a condition precedent to the making of the Loan by the Lenders.


 


E.           Initially
capitalized terms used and not otherwise defined herein shall have the meanings respectively ascribed to them in the Loan Agreement.


 


AGREEMENTS


 


NOW, THEREFORE, intending
to be legally bound, Guarantor, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated
herein and made a part hereof, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged,
hereby covenants and agrees with Agent for the benefit of the Lenders and their respective successors, indorsees, transferees,
participants and assigns as follows:


 




    	GUARANTY AGREEMENT	Page 1



     


    

 


1.           Guarantor
absolutely, unconditionally and irrevocably guarantees to Agent for the benefit of the Lenders:


 


(a)          the
full and prompt payment of the principal of and interest on the Note when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter;


 


(b)          the
full and prompt payment of any Enforcement Costs (as hereinafter defined in Section 10 hereof);


 


(c)          any
loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection
with the intentional misapplication or conversion of any tenant security deposits, insurance proceeds, condemnation awards, or
any proceeds from the sale of a portion of any Project received by any Borrower and not delivered over to Agent or used to restore
the Project in accordance with the terms of the Loan Agreement;


 


(d)          to
the extent any Project generates sufficient income to pay for the same and subject to any right to contest such matters as provided
in the Loan Documents, any loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out
or on account of or based upon any fraud or willful misrepresentation of a material fact by any Borrower or Guarantor in any document
executed or presented to Agent or any Lender in connection with the Loan;


 


(e)          any
amount(s) necessary to repair or replace any damage to or destruction of any Project which is the result of willful misconduct
or gross negligence on the part of any Borrower including, without limitation, waste, any act of arson or malicious destruction
by any Borrower;


 


(f)          any
loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon
the failure to maintain insurance as required by the Loan Documents or the failure to timely pay insurance premiums for any such
required insurance for any Project;


 


(g)         any
loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders out of or on account of or based upon
the failure to timely pay any valid real estate taxes for any Project which could create liens on any portion of any Project which
would be superior to the lien or security title of the applicable Mortgage or the other Loan Documents, to the full extent of the
amount claimed by any such lien claimant, except to the extent such loss results from Lenders’ failure to pay any valid real
estate taxes for any Project from funds escrowed pursuant to the terms of the Loan Agreement;


 




    	GUARANTY AGREEMENT	Page 2



     


    

 


(h)          the
aggregate amount outstanding under the Loan Documents upon any Borrower (i) making a general assignment for the benefit of
its creditors; (ii) filing a petition, answer or consent seeking, or having entered against it an order for relief (or any
similar remedy) under any provision of Title 11 of the United States Code or any other federal, state or foreign Law relating
to insolvency, bankruptcy, rehabilitation, liquidation or reorganization not dismissed within sixty (60) days, or consent to the
institution of any proceedings thereunder; (iii) convening a meeting of its creditors, or any class thereof, for the purpose
of effecting a moratorium upon or extension or composition of its debts; (iv) admitting in writing that it is generally not
able to pay its debts as they mature; or (v) applying for a consent to the appointment of a receiver, trustee, custodian,
liquidator or other similar official of all or a portion of its assets; and


 


(i)          any
loss, damage, cost, expense, liability or obligation suffered or incurred by the Lenders arising out of, on account of, or in connection
with a distribution by any Borrower of Monthly Excess Cash Flow in violation of the provisions of the Loan Documents.


 


All amounts due, debts, liabilities and payment
obligations described in subsections (a) – (i) of this Section 1 shall be hereinafter collectively referred to
as the “Guaranteed Indebtedness.”


 


2.           In
the event of any default by Borrowers in the payment of the Guaranteed Indebtedness, after the expiration of any applicable cure
or grace period, Guarantor agrees, on demand by Agent or the holder of any Note, to pay the Guaranteed Indebtedness regardless
of any defense, right of set-off or claims which any Borrower or Guarantor may have against Agent or any Lender or the holder of
any Note. Notwithstanding the foregoing or anything else in this Guaranty to the contrary, Agent agrees that Guarantor’s
liability solely with respect to the amounts described in subsection (a) of Section 1 of this Guaranty shall be limited to thirty
percent (30%) the Loan Amount and all accrued but unpaid interest thereon. For the avoidance of doubt, Guarantor shall be fully
liable for all other amounts described in subsections (b) through (i) of Section 1 of this Guaranty until the payment in full of
the Guaranteed Indebtedness.


 


3.           All
of the remedies set forth herein and/or provided for in any of the Loan Documents or at law or equity shall be equally available
to Agent and the Lenders, and the choice by Agent or the Lenders of one such alternative over another shall not be subject to question
or challenge by Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, or failure to mitigate
damages in any action, proceeding, or counteraction by Agent to recover or seeking any other remedy under this Guaranty, nor shall
such choice preclude Agent from subsequently electing to exercise a different remedy. The parties have agreed to the alternative
remedies provided herein in part because they recognize that the choice of remedies in the event of a default hereunder will necessarily
be and should properly be a matter of good faith business judgment, which the passage of time and events may or may not prove to
have been the best choice to maximize recovery by Agent and the Lenders at the lowest cost to Borrowers and/or Guarantor. It is
the intention of the parties that such good faith choice by Agent or any Lender be given conclusive effect regardless of such subsequent
developments.


 




    	GUARANTY AGREEMENT	Page 3



     


    

 


4.           Guarantor
does hereby (a) waive notice of acceptance of this Guaranty by Agent and the Lenders and any and all notices and demands of
every kind which may be required to be given by any statute, rule or law, (b) agree to refrain from asserting, until after
repayment in full of the Loan, any defense, right of set-off or other claim which such Guarantor may have against any Borrower,
(c) waive any defense, right of set-off or other claim which any Borrower or Guarantor may have against any Agent, any Lender,
or the holder of any Note, (d) waive any and all rights such Guarantor may have under any anti-deficiency statute or other similar
protections, (e) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of
protest, diligence in collection and any and all formalities which otherwise might be legally required to charge such Guarantor
with liability, and (f) waive any failure by Agent or any Lender to inform such Guarantor of any facts Agent or any Lender
may now or hereafter know about any Borrower, any Project, the Loan, or the transactions contemplated by the Loan Agreement, it
being understood and agreed that neither Agent nor any Lender has any duty so to inform and that such Guarantor is fully responsible
for being and remaining informed by Borrowers of all circumstances bearing on the risk of nonperformance of any Borrower’s
obligations. Credit may be granted or continued from time to time by the Lenders to any Borrower without notice to or authorization
from Guarantor, regardless of the financial or other condition of such Borrower at the time of any such grant or continuation.
Neither Agent nor any Lender shall have any obligation to disclose or discuss with Guarantor its assessment of the financial condition
of such Borrower. Guarantor acknowledges that no representations of any kind whatsoever have been made by Agent or any Lender.
No modification or waiver of any of the provisions of this Guaranty shall be binding upon Agent or any Lender except as expressly
set forth in a writing duly signed and delivered by Agent on behalf of the Lenders.


 


5.           Guarantor
further agrees that Guarantor’s liability as guarantor shall in not be impaired or affected by any renewals or extensions
which may be made from time to time, with or without the knowledge or consent of such Guarantor of the time for payment of interest
or principal under the Notes or by any forbearance or delay in collecting interest or principal under the Notes, or by any waiver
by Agent or any Lender under the Loan Agreement, any Mortgage or any other Loan Documents, or by Agent’s or any Lender’s
failure or election not to pursue any other remedies it may have against any Borrower or Guarantor, or by any change or modification
in any Note, the Loan Agreement, any Mortgage or any other Loan Document, or by the acceptance by Agent or any Lender of any additional
security or any increase, substitution or change therein, or by the release by Agent or any Lender of any security or any withdrawal
thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other
than the Guaranteed Indebtedness even though Agent or any Lender might lawfully have elected to apply such payments to any part
or all of the Guaranteed Indebtedness, it being the intent hereof that, subject to Agent’s and the Lenders’ compliance
with the terms of this Guaranty, Guarantor shall remain liable for the payment of the Guaranteed Indebtedness, until the Guaranteed
Indebtedness has been paid in full, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge
of a surety. Guarantor further understands and agrees that Agent and the Lenders may at any time enter into agreements with Borrowers
to amend and modify the Notes, the Loan Agreement, the Mortgages or other Loan Documents (other than this Guaranty), and may waive
or release any provision or provisions of the Notes, the Loan Agreement, the Mortgages and other Loan Documents (other than this
Guaranty) or any thereof, and, with reference to such instruments, may make and enter into any such agreement or agreements as
Agent, the Lenders and Borrowers may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any
of Agent’s or Lenders’ rights hereunder or Guarantor’s obligations hereunder.


 




    	GUARANTY AGREEMENT	Page 4



     


    

 


6.           This
is an absolute, present and continuing guaranty of payment and not of collection. Guarantor agrees that this Guaranty may be enforced
by Agent on behalf of the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral
given in connection herewith or with the Notes, the Loan Agreement, any Mortgage or any of the other Loan Documents through foreclosure
or sale proceedings, as the case may be, under any Mortgage or otherwise, or resorting to any other guaranties, and Guarantor hereby
waives any right to require Agent or any Lender to join any Borrower in any action brought hereunder or to commence any action
against or obtain any judgment against any Borrower or to pursue any other remedy or enforce any other right. Guarantor further
agrees that nothing contained herein or otherwise shall prevent Agent on behalf of the Lenders from pursuing concurrently or successively
all rights and remedies available to it at law and/or in equity or under the Notes, the Loan Agreement, any Mortgage or any other
Loan Documents, and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge
of Guarantor’s obligations hereunder, it being the purpose and intent of such Guarantor that the obligations of such Guarantor
hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s
obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by any impairment, modification, change, release or limitation of the liability of any Borrower under the Notes,
the Loan Agreement, any Mortgage or other Loan Documents or by reason of the bankruptcy of any Borrower or by reason of any creditor
or bankruptcy proceeding instituted by or against any Borrower. This Guaranty shall continue to be effective or be reinstated (as
the case may be) if at any time payment of all or any part of any sum payable pursuant to the Notes, the Loan Agreement, any Mortgage
or any other Loan Document is rescinded or otherwise required to be returned by Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation, or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor,
custodian or conservator of or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise,
all as though such payment to Agent or such Lender had not been made, regardless of whether Agent or such Lender contested the
order requiring the return of such payment. In the event of the foreclosure of the Mortgage and of a deficiency, Guarantor hereby
promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against
Borrowers would not be allowed by applicable law; however, the foregoing shall not be deemed to require that Agent on behalf of
the Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other collateral or security prior to or concurrently
with enforcing this Guaranty.


 


7.           Guarantor
hereby covenants as follows:


 


(a)          Guarantor
shall maintain a Tangible Net Worth (as defined below) of not less than the Two Hundred Million and No/100 Dollars ($200,000,000.00);
and


 


(b)          Guarantor
shall maintain a minimum of Five Million and No/100 Dollars ($5,000,000.00) in Cash and Cash Equivalents (as defined below) and
Marketable Securities (as defined below).


 




    	GUARANTY AGREEMENT	Page 5



     


    

 


“Cash and Cash Equivalents”
shall mean (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by
an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after
the date of acquisition thereof, (ii) marketable direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of
acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of the Rating
Agencies (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized
rating services as may be acceptable to Lender) and not listed for possible down-grade in Credit Watch published by Standard &
Poor’s; (iii) commercial paper, other than commercial paper issued by any Borrower or any of its affiliates, maturing no
more than ninety (90) days after the date of creation thereof and, at the time of acquisition, having a rating of at least A-1
or P-1 from either Standard & Poor’s or Moody’s (or, if at any time neither Standard & Poor’s nor Moody’s
shall be rating such obligations, then the highest rating from such other nationally recognized rating services as may be acceptable
to Agent); and (iv) domestic and Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within
ninety (90) days after the date of acquisition thereof, overnight securities repurchase agreements, or reverse repurchase agreements
secured by any of the foregoing types of securities or debt instruments issued, in each case, by (A) any commercial bank organized
under the laws of the United States of America or any state thereof or the District of Columbia or Canada having combined capital
and surplus of not less than Two Hundred Fifty Million Dollars ($250,000,000) or (B) Agent.


 


“Marketable Securities”
shall mean securities regularly traded, and currently listed, on a nationally recognized exchange.


 


“Tangible Net Worth”
means, as of a given date, all amounts that would be included under net assets (the result of total assets on a gross basis, defined
as total assets plus accumulated depreciation, minus total liabilities) on the consolidated statement of net assets of Guarantor
and its consolidated subsidiaries at such date, determined pursuant to sound accounting principles that fairly represent the financial
position of the Guarantor.


 


8.           Guarantor
agrees to deliver to Lender on an annual basis within one hundred-twenty (120) days after each December 31, the audited financial
statements of Guarantor along with a covenant compliance certificate in the form attached hereto as Exhibit A certified
by an authorized officer of Guarantor. Guarantor agrees that the failure to furnish such financial statements shall constitute
a default subject to the notice and cure provisions set forth in Section 14.1(a)(ii) of the Loan Agreement.


 


9.           In
the event any Lender or any holder of any Note shall assign any Note to any lender or other entity to secure a loan from such lender
or other entity to any Lender or such holder for an amount not in excess of the amount which will be due, from time to time, from
Borrowers to any Lender under such Note with interest not in excess of the rate of interest which is payable by Borrowers under
such Note, Guarantor will accord full recognition thereto and agree that all rights and remedies of such Lender or such holder
hereunder shall be enforceable against such Guarantor by such lender or other entity with the same force and effect and to the
same extent as would have been enforceable by such lender or such holder but for such assignment; provided, however, that unless
Agent shall otherwise consent in writing, Agent shall have an unimpaired right, prior and superior to that of its assignee or transferee,
to enforce this Guaranty for Lender’s benefit to the extent any portion of the Guaranteed Indebtedness or any interest therein
is not assigned or transferred.


 




    	GUARANTY AGREEMENT	Page 6



     


    

 


10.         If:
(a) this Guaranty is placed in the hands of an attorney for collection or is collected through any legal proceeding; (b) an
attorney is reasonably required and retained to represent Agent or any Lender in any bankruptcy, reorganization, receivership,
or other proceedings affecting creditors’ rights and involving a claim under this Guaranty; (c) an attorney is retained
to provide advice to Agent or any Lender or other representative of Agent or any other Lender in any proceedings whatsoever in
connection with this Guaranty and Agent or such Lender prevails in such proceedings, then Guarantor shall pay to Agent or such
Lender upon demand all reasonable attorney’s fees, costs and expenses incurred in connection therewith (all of which are
referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder, regardless of whether
all or a portion of such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as well as the
other Loan Documents.


 


11.         The
parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state and federal laws
and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty
is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative
or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty
to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion,
provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the
remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or
provisions were not contained therein, and that the rights, obligations and interest of Agent and the Lenders under the remainder
of this Guaranty shall continue in full force and effect.


 


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


 




    	GUARANTY AGREEMENT	Page 7



     


    

 


13.         Any
indebtedness of any Borrower to Guarantor now or hereafter existing is hereby subordinated to the payment of the Guaranteed Indebtedness.
Guarantor agrees that, until the entire Guaranteed Indebtedness has been paid in full, no Guarantor will seek, accept, or retain
for its own account, any payment from such Borrower on account of such subordinated debt. Any payments to Guarantor on account
of such subordinated debt shall be collected and received by Guarantor in trust for the Lenders and shall be paid over to Agent
for the benefit of the Lenders on account of the Guaranteed Indebtedness without impairing or releasing the obligations of Guarantor
hereunder.


 


14.         Any
amounts received by the Lenders from any source on account of the Loan may be utilized by the Lenders for the payment of the Guaranteed
Indebtedness and any other obligations of any Borrower to the Lenders in such order as the Lenders may from time to time elect.
Additionally, if the Guaranteed Indebtedness guaranteed hereby is less than the full indebtedness evidenced by the Notes, all rents,
proceeds and avails of each Project, including proceeds of realization of the Lenders’ collateral, shall be deemed applied
on the Guaranteed Indebtedness of Borrowers to the Lenders that is not guaranteed by Guarantor until such unguaranteed indebtedness
of Borrowers to the Lenders has been fully repaid before being applied upon the Guaranteed Indebtedness guaranteed by Guarantor.


 


15.         GUARANTOR
AND AGENT (BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS
THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


 


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


 




    	GUARANTY AGREEMENT	Page 8



     


    

  


	Guarantor:	
        Sentio Healthcare Properties, Inc.

        Sentio Healthcare Properties OP, LP

        189 South Orange Avenue, Suite 1700

        Orlando, Florida 32801

        Attention:         John
        Mark Ramsey

        Attention:         Kevin
        Thomas

        Attention:         Sharon
        Kaiser

        Telephone:       (407)
        999-7679

        Facsimile:        (407)
        999-5210

	 	 
	With a copy to:	
        Foley & Lardner LLP

        111 North Orange Avenue, Suite 1800

        Orlando, Florida 32801

        Attention:         Michael
        A. Okaty, Esq.

        Telephone:       (407)
        244-3229

        Facsimile:        (407)
        648-1743

	 	 
	Agent:	
        KeyBank National Association

        Mailcode: OH-01-51-0311

        4910 Tiedeman Road, 3rd Floor

        Brooklyn, Ohio 44144

        Attention:         Amy L.
        MacLearie, KREC Commercial Loan Closer-

                   Assistant
        Vice President

        Telephone:       (216)
        813-6935

        Facsimile:        (216)
        357-6383

	 	 
	With a copy to:	
        Alfred G. Kyle, Esq.

        Bracewell LLP

        1445 Ross Avenue, Suite 3800

        Dallas, Texas 75202

        Telephone:       (214)
        758-1660

        Facsimile:        (214)
        758-8360



 


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


 


17.         In
order to induce the Lenders to make the Loan, Guarantor makes the following representations and warranties to the Agent for the
benefit of the Lender set forth in this Section. Guarantor acknowledges that but for the truth and accuracy of the matters covered
by the following representations and warranties, the Lenders would not have agreed to make the Loan:


 


(a)          Guarantor
is duly formed, validly existing, and in good standing in its state of organization and has qualified to do business and is in
good standing in any state in which it is necessary in the conduct of its business;


 


(b)          Guarantor
maintains an office at the address set forth for such party in Section 16;


 




    	GUARANTY AGREEMENT	Page 9



     


    

 


(c)          Any
and all balance sheets, net worth statements, and other financial data with respect to Guarantor which have heretofore been given
to Agent or any Lender by or on behalf of Guarantor fairly and accurately present the financial condition of Guarantor in all material
respects as of the respective dates thereof;


 


(d)          The
execution, delivery, and performance by Guarantor of this Guaranty does not and will not contravene or conflict with (i) any
material Laws, order, rule, regulation, writ, injunction or decree now in effect of any Government Authority, or court having jurisdiction
over Guarantor, (ii) any contractual restriction binding on or affecting Guarantor or Guarantor’s property or assets
which may adversely affect Guarantor’s ability to fulfill its obligations under this Guaranty, (iii) the instruments creating
any trust holding title to any assets included in Guarantor’s financial statements, or (iv) the organizational documents
of Guarantor;


 


(e)          This
Guaranty creates legal, valid, and binding obligations of Guarantor enforceable in accordance with its terms;


 


(f)           there
is no action, proceeding, or investigation pending or, to the knowledge of Guarantor, threatened or affecting Guarantor, which
may adversely affect Guarantor’s ability to fulfill its material obligations under this Guaranty. There are no judgments
or orders for the payment of money rendered against Guarantor for an amount in excess of $100,000 which have been undischarged
for a period of ten (10) or more consecutive days or the enforcement of which is not stayed by reason of a pending appeal or otherwise.
To the best of Guarantor’s knowledge, Guarantor is not in default under any agreements which may adversely affect Guarantor’s
ability to fulfill its material obligations under this Guaranty; and


 


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


 


All of the foregoing representations
and warranties shall be deemed remade on the date of the first disbursement of Loan proceeds, on the date of each advance of Loan
proceeds, and upon any extension of the Loan pursuant to the Loan Agreement. Guarantor hereby agrees to indemnify and hold Agent
and each Lender free and harmless from and against all loss, cost, liability, damage, and expense, including reasonable attorney’s
fees and costs, which Agent or any Lender may sustain by reason of the inaccuracy or breach of any of the foregoing representations
and warranties as of the date the foregoing representations and warranties are made and are remade.


 


18.         Guarantor
shall deliver or cause to be delivered to Agent all of the applicable financial statements to be delivered in accordance with the
terms of the Loan Agreement.


 


19.         This
Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Guarantor.


 


20.         This
Guaranty shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the
State of New York excluding choice-of-law principles of the law of such state that would require the application of the laws of
a jurisdiction other than such state.


 




    	GUARANTY AGREEMENT	Page 10



     


    

 


21.         The
Lenders shall be entitled to honor any request for Loan proceeds made by Borrowers and shall have no obligation to see to the proper
disposition of such advances. Guarantor agrees that its obligations hereunder shall not be released or affected by reason of any
improper disposition by Borrowers of such Loan proceeds.


 


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


 


[Signatures begin on next page]


   




    	GUARANTY AGREEMENT	Page 11



     


    

 


 


IN WITNESS WHEREOF, Guarantor
has delivered this Guaranty in the State of Ohio as of the date first written above.


 


	 	GUARANTOR:
	 	 
	 	SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation
	 	 	 	 
	 	By:	/s/ JOHN MARK RAMSEY
	 	 	John Mark Ramsey,
	 	 	Authorized Signatory
	 	 	 	 
	 	SENTIO HEALTHCARE PROPERTIES OP, LP, a Delaware limited partnership
	 	 	 	 
	 	By:	Sentio Healthcare Properties, Inc., a Maryland corporation, its general partner
	 	 	 	 
	 	 	By:	/s/ JOHN MARK RAMSEY
	 	 	 	John Mark Ramsey,
	 	 	 	Authorized Signatory


 


Signature Page to

Guaranty Agreement


 




    	 	 	 



     


    

 


EXHIBIT
A


 


FORM OF GUARANTOR’S CERTIFICATE OF
COMPLIANCE


 


KeyBank National Association, as Agent


127 Public Square


Cleveland, Ohio 44144


	Attention: 	Relationship Manager, 
	 	KeyBank Real Estate Capital, Healthcare


 


	 	Re:  	Payment Guaranty (the “Guaranty”) dated as of August 19, 2016, by Sentio Healthcare Properties, Inc., a Maryland corporation (“Guarantor”) in favor of KeyBank National Association (“Agent”), as agent on behalf of itself and certain other lender under that certain Secured Loan Agreement dated as of August 19, 2016 (as amended, modified, supplemented, restated, or renewed, from time to time, the “Agreement”), between SENTIO LANDLORD HAMMOND, LLC, SENTIO LANDLORD SLIDELL, LLC, MVI HEALTH CENTER, LP, WOODBURY MEWS III URBAN RENEWAL, LLC, WOODBURY MEWS IV URBAN RENEWAL, LLC, and RETIREMENT TWO, LLC (collectively “Borrowers”), and KEYBANK NATIONAL ASSOCIATION (“Agent”), as administrative agent for the benefit of the lenders, and the Lenders


 


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


 


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


 


Guarantor hereby further certify to the Agent
that:


 


		1.	Compliance with Financial Covenants. As shown below,
Guarantor confirms that Guarantor is in full compliance with the Financial Covenants contained in the Guaranty.



 


		A.	Covenant: Guarantor’s minimum liquidity
to be not less than $5,000,000.00 tested annually (As of December 31).



 


Calculation: Liquidity = Cash and Cash
Equivalents plus Marketable Securities


 




    
	EXHIBIT A	Page 1



     


    

 


Individual Guarantors’ Liquidity______________
for period ending __________________


 


See attached financial statement


 


Compliance? (Yes or No)     ____________________


 


		B.	Covenant: Guarantor’s minimum Tangible Net
Worth to be not less than $200,000,000.00 tested annually (As of December 31)



 


Guarantor’s Tangible Net Worth
______________ for period ending __________________


 


See attached financial statement


 


Compliance? (Yes or No)     ____________________


 


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



 


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



 


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



 


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



 




    
	EXHIBIT A	Page 2



     


    

 


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


 


	 	GUARANTOR:
	 	 
	 	SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation
	 	 	 	 
	 	By:	 
	 	 	John Mark Ramsey,
	 	 	Authorized Signatory
	 	 	 	 
	 	SENTIO HEALTHCARE PROPERTIES OP, LP, a Delaware limited partnership
	 	 	 	 
	 	By:	Sentio Healthcare Properties, Inc., a Maryland corporation, its general partner
	 	 	 	 
	 	 	By:	 
	 	 	 	John Mark Ramsey,
	 	 	 	Authorized Signatory


  




    
	EXHIBIT A	Page 3