Exhibit 10.4


  


PURCHASE
AND SALE AGREEMENT


 


By
And Among


 


SENTIO
STAV LANDLORD, LLC,


 


a
Delaware limited liability company


 


as
“Buyer”;


 


ERB
PROPCO SAV LLC


 


a
Delaware limited liability company


 


as
“Seller”; and


 


STEWART
TITLE GUARANTY COMPANY


 


as
“Escrow Agent”


 


Dated
as of


 


May
22, 2014


 


 




    	 



    	 



    

  


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I TERMINOLOGY	2
	 	 	 
	Section 1.1	Defined Terms	2
	 	 	 
	Section 1.2	Additional Defined Terms	4
	 	 	 
	ARTICLE II PURCHASE AND SALE	5
	 	 	 
	Section 2.1	Property	5
	 	 	 
	Section 2.2	Assumption of Liabilities	6
	 	 	 
	Section 2.3	Purchase Price	6
	 	 	 
	Section 2.4	Earnest Money Deposit	7
	 	 	 
	Section 2.5	Adjustment of Purchase Price	7
	 	 	 
	Section 2.6	Escrow Agent	7
	 	 	 
	ARTICLE III DUE DILIGENCE PERIOD	8
	 	 	 
	Section 3.1	Due Diligence Period	8
	 	 	 
	Section 3.2	Buyer’s Responsibilities	9
	 	 	 
	Section 3.3	Continuing Diligence and Inspection Rights	9
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
    OF SELLER	10
	 	 	 
	Section 4.1	Organization; Good Standing	10
	 	 	 
	Section 4.2	Consent of Third Parties	10
	 	 	 
	Section 4.3	Authority; Enforceability	10
	 	 	 
	Section 4.4	Absence of Conflicts	10
	 	 	 
	Section 4.5	No Judgments	10
	 	 	 
	Section 4.6	No Governmental Approvals	11
	 	 	 
	Section 4.7	Insurance	11
	 	 	 
	Section 4.8	Litigation	11
	 	 	 
	Section 4.9	Compliance with Laws	11


 




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	Section 4.10	Environmental Matters	11
	 	 	 
	Section 4.11	Assessments	11
	 	 	 
	Section 4.12	[Intentionally Deleted]	11
	 	 	 
	Section 4.13	Licenses	12
	 	 	 
	Section 4.14	Resident Agreements	12
	 	 	 
	Section 4.15	Medicare; Medicaid	12
	 	 	 
	Section 4.16	Condemnation	13
	 	 	 
	Section 4.17	Condition of Property	13
	 	 	 
	Section 4.18	[Intentionally Deleted]	13
	 	 	 
	Section 4.19	[Intentionally Deleted]	14
	 	 	 
	Section 4.20	[Intentionally Deleted]	14
	 	 	 
	Section 4.21	[Intentionally Deleted]	14
	 	 	 
	Section 4.22	FIRPTA	14
	 	 	 
	Section 4.23	Interests; Title	14
	 	 	 
	Section 4.24	Title Encumbrances	14
	 	 	 
	Section 4.25	Affordable Housing Units	14
	 	 	 
	Section 4.26	[Intentionally Deleted]	14
	 	 	 
	Section 4.27	Loans	14
	 	 	 
	Section 4.28	Patriot Act Compliance	14
	 	 	 
	Section 4.29	Broker’s or Finder’s Fees	15
	 	 	 
	Section 4.30	Insolvency	15
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
    OF BUYER	15
	 	 	 
	Section 5.1	Organization and Good Standing	15
	 	 	 
	Section 5.2	Authorization and Binding Effect of Documents	15
	 	 	 
	Section 5.3	Absence of Conflicts	15


 




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	Section 5.4	Consents	15
	 	 	 
	Section 5.5	Patriot Act Compliance	16
	 	 	 
	Section 5.6	Broker’s or Finder’s Fees	16
	 	 	 
	Section 5.7	Litigation	16
	 	 	 
	Section 5.8	New Debt	16
	 	 	 
	ARTICLE VI OTHER COVENANTS	16
	 	 	 
	Section 6.1	Conduct of Business Prior to the Closing	16
	 	 	 
	Section 6.2	Notification of Certain Matters	17
	 	 	 
	Section 6.3	Title; Additional Documents	18
	 	 	 
	Section 6.4	[Intentionally Deleted]	18
	 	 	 
	Section 6.5	Inspection and Access	18
	 	 	 
	Section 6.6	Confidentiality	18
	 	 	 
	Section 6.7	Publicity	19
	 	 	 
	Section 6.8	Commercially Reasonable Efforts	19
	 	 	 
	Section 6.9	[Intentionally Deleted]	19
	 	 	 
	Section 6.10	[Intentionally Deleted]	19
	 	 	 
	Section 6.11	[Intentionally Deleted]	19
	 	 	 
	Section 6.12	Noncompetition	19
	 	 	 
	Section 6.13	Exclusivity	20
	 	 	 
	Section 6.14	Certain Filings	21
	 	 	 
	Section 6.15	Condition of Property	21
	 	 	 
	ARTICLE VII CONDITIONS PRECEDENT TO THE
    OBLIGATION OF BUYER TO CLOSE	21
	 	 	 
	Section 7.1	Accuracy of Representations and Warranties; Closing
    Certificate	21
	 	 	 
	Section 7.2	Performance of Agreement	22
	 	 	 
	Section 7.3	No Material Adverse Effect	22


 




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	Section 7.4	Tail Insurance	22
	 	 	 
	Section 7.5	[Reserved]	22
	 	 	 
	Section 7.6	Title Insurance and Survey	22
	 	 	 
	Section 7.7	Other Inspections	24
	 	 	 
	Section 7.8	Delivery of Closing Documents	24
	 	 	 
	ARTICLE VIII CONDITIONS PRECEDENT TO THE
    OBLIGATION OF SELLER TO CLOSE	25
	 	 	 
	Section 8.1	Accuracy of Representations and Warranties	25
	 	 	 
	Section 8.2	[Intentionally Deleted]	25
	 	 	 
	Section 8.3	Performance of Agreements	25
	 	 	 
	Section 8.4	Delivery of Closing Documents	25
	 	 	 
	ARTICLE IX CLOSING	25
	 	 	 
	Section 9.1	Closing Date and Place	25
	 	 	 
	Section 9.2	Deliveries of Seller	25
	 	 	 
	Section 9.3	Deliveries of Buyer	27
	 	 	 
	Section 9.4	Closing Costs	27
	 	 	 
	Section 9.5	Lease	27
	 	 	 
	Section 9.6	and Management Agreement.	27
	 	 	 
	ARTICLE X INDEMNIFICATION	28
	 	 	 
	Section 10.1	General	28
	 	 	 
	Section 10.2	Indemnification by Seller	28
	 	 	 
	Section 10.3	Indemnification by Buyer	29
	 	 	 
	Section 10.4	Administration of Indemnification	29
	 	 	 
	Section 10.5	Holdback Escrow	30
	 	 	 
	ARTICLE XI DEFAULT AND TERMINATION	31
	 	 	 
	Section 11.1	Right of Termination	31


 




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	Section 11.2	Remedies upon Default	32
	 	 	 
	Section 11.3	Specific Performance	32
	 	 	 
	Section 11.4	Obligations Upon Termination	32
	 	 	 
	Section 11.5	Termination Notice	32
	 	 	 
	Section 11.6	Sole and Exclusive Remedy	33
	 	 	 
	ARTICLE XII MISCELLANEOUS	33
	 	 	 
	Section 12.1	Further Actions	33
	 	 	 
	Section 12.2	Notices	33
	 	 	 
	Section 12.3	Entire Agreement	34
	 	 	 
	Section 12.4	Binding Effect; Benefits	35
	 	 	 
	Section 12.5	Assignment	35
	 	 	 
	Section 12.6	Governing Law	35
	 	 	 
	Section 12.7	Amendments and Waivers	35
	 	 	 
	Section 12.8	Joint and Several	35
	 	 	 
	Section 12.9	Severability	35
	 	 	 
	Section 12.10	Non-Controlled Affiliates	36
	 	 	 
	Section 12.11	Counterparts	36
	 	 	 
	Section 12.12	References; Headings	36
	 	 	 
	Section 12.13	Schedules and Exhibits	36
	 	 	 
	Section 12.14	Attorneys’ Fees	36
	 	 	 
	Section 12.15	Section 1031 Exchange/Tax Planning	36
	 	 	 
	Section 12.16	Casualty	37
	 	 	 
	Section 12.17	Condemnation	37
	 	 	 
	Section 12.18	Limited Liability	38
	 	 	 
	Section 12.19	Survival of Defined Terms	38
	 	 	 
	Section 12.20	No Third-Party Beneficiary	38
	 	 	 
	Section 12.21	WAIVER OF JURY TRIAL	38


 




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	SCHEDULES	 
	 	 
	Schedule 2.1(b)	Personal Property
	Schedule 2.3	Purchase Price Allocations
	Schedule 4.2	Consents of Third Parties
	Schedule 4.5	Judgments
	Schedule 4.6	Governmental Approvals
	Schedule 4.7	Insurance
	Schedule 4.8	Litigation
	Schedule 4.9	Compliance with Laws
	Schedule 4.10	Environmental Matters
	Schedule 4.14	Resident Agreements
	Schedule 4.15	Medicare/Medicaid
	Schedule 4.17	Condition of the Property
	Schedule 4.23	Exceptions to Seller Ownership
	Schedule 4.24	Title Encumbrances
	Schedule 4.25	Affordable Housing Units
	Schedule 4.27	Loans
	Schedule 4.29	Broker’s or Finder’s
    Fees
	Schedule 6.12	Exemptions to Non-Compete
	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A	Legal Description of the Property
	EXHIBIT B	List of Required Due Diligence
    Items for The Property
	EXHIBIT C	Form of Form of Bill of Sale
	EXHIBIT D	Form of Holdback Escrow Agreement
	EXHIBIT E	List of Licenses
	EXHIBIT F	Audit Letter
	EXHIBIT G	Rent Roll




 




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PURCHASE
AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated the 22nd day of May, 2014, by and among: SENTIO STAV LANDLORD,
LLC, a Delaware limited liability company, or its successors or assigns (the “Buyer”); ERB PROPCO SAV LLC, a Delaware
limited liability company (“Seller”) and STEWART TITLE GUARANTY COMPANY (the “Escrow Agent”).


 


RECITALS:


 


A.           Seller
owns that certain 246-unit continuing care retirement community known as St. Andrew’s Village located at 13801 East Yale
Avenue, Aurora, Colorado and certain real, personal and other property associated therewith (the “St. Andrew’s Facility”).


 


B.           Buyer
desires to acquire, and Seller is willing to convey to Buyer, St. Andrew’s Facility pursuant to the terms described herein.


 


Accordingly,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:


 


ARTICLE
I

TERMINOLOGY


 


Section
1.1           Defined Terms. As used herein, the following terms shall
have the meanings indicated:


 


Adjustment
Amount: The amount computed under Section 2.5 hereof.


 


Affiliate:
With respect to any specified person or entity, any other person or entity which, directly or indirectly controls, is controlled
by, or is under common control with, the specified person or entity.


 


Applicable
Law: Any federal, state, municipal, county, local, foreign or other statute, law, ordinance, rule or regulation or any order,
writ, injunction, judgment, plan or decree of any court, arbitrator, department, commission, board, bureau, agency, authority,
instrumentality or other body, whether federal, state, municipal, county, local, foreign or other.


 


Business
Day: Any day other than Saturday or Sunday or a legal holiday on which commercial banks are authorized or required by law
to be closed for business in the State of Colorado.


 


Closing:
The consummation of the purchase and sale of the Property in accordance with the terms of this Agreement on the Closing Date.


 


Code:
The Internal Revenue Code of 1986, as amended.


 




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Documents:
This Agreement, all Exhibits and Schedules hereto, and each other agreement, certificate or instrument to be delivered pursuant
to this Agreement.


 


Due
Diligence Period: The period commencing on the Effective Date and ending on 6:00 PM Eastern Time on the date which is forty-five
(45) days after the Effective Date, during which time Buyer may, at reasonable times with prior notice to Seller, investigate
the financial, legal, operational, environmental and all other aspects of the Property as Buyer may desire.


 


Effective
Date: The date first written above.


 


Existing
Manager: Shall mean ESLP Management, LLC.


 


Knowledge:
As used in this Agreement, the term “knowledge” when used to refer to the knowledge of Seller shall mean the actual
knowledge of any member, manager, officer, employee, or consultant of Seller and the actual knowledge of Chris Coates and Brian
Dowd, after consulting with the executive director and regional director of St. Andrew’s Facility.


 


Lien:
Any mortgage, deed to secure debt, deed of trust, pledge, hypothecation, right of first refusal, security, encumbrance, charge,
claim, option or lien of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets
or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement,
and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial
Code or Applicable Law.


 


Loss:
Any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages
and reasonable out-of-pocket expenses, including court costs and reasonable attorneys’ fees, whether or not arising out
of a third-party claim.


 


Material
Adverse Effect: A material adverse effect on the financial condition and results of operations of Property, taken as a whole;
provided however, a Material Adverse Effect shall not include an adverse effect, directly or indirectly, arising out of or resulting
from an event or series of events or circumstances generally affecting (i) the senior living industry generally, (ii) the United
States economy or the Colorado economy in general, including any change in interest rates; (iii) national or international political
or social conditions, including, without limitation, the engagement by the United States in hostilities, whether or not pursuant
to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States
or any of its territories, possessions, diplomatic or consular offices, or upon any military installation, equipment or personnel
of the United States; (iv) generally accepted accounting principles; or (v) changes in law, rules, regulations, orders, or other
directives issued by any governmental entity.


 




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Permitted
Lien: Any (i) statutory liens that secure a governmentally required payment, including without limitation Taxes, not yet due,
(ii) zoning regulations and restrictive covenants and easements of record that do not detract in any material respect from the
present use of the Property and do not materially and adversely affect, impair or interfere with the use of any property affected
thereby, (iii) public utility easements of record, in customary form, to serve the Property, and (iv) any other condition of title
as may be approved by Buyer in writing prior to the end of the Due Diligence Period.


 


Resident
Agreements. Shall mean all occupancy, entrance fee, residency, leases, life care, tenancy and similar written agreements entered
into in the ordinary course of business with residents of the Property, including any amendments, modifications, supplements,
renewals and extensions thereof.


 


Resident
Deposits. Shall mean all deposits, entrance fees, initial service fees and advances of any kind or nature from any resident
of the Property.


 


Survey:
Shall mean one or more boundary surveys for the Property that are ordered by Buyer and prepared by a registered land surveyor
or surveyors satisfactory to Buyer.


 


Taxes:
All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding,
payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts,
duties, licenses and registration fees and charges of any nature whatsoever, whether or not recorded, including interest, penalties
and additions with respect thereto and any interest in respect of such additions or penalties, but excluding all transfer, conveyance,
intangibles, mortgage transfer, and documentary stamp taxes payable in connection with the transactions contemplated by this Agreement.


 


Trade
Fixtures: Shall mean fixtures, other than fixtures that are permanently affixed to or incorporated into building structures
at the St. Andrew’s Facility.


 


Tenant:
Shall mean ERB OPCO SAV LLC, a Delaware limited liability company, an affiliate of Seller.


 


Title
Insurer:        The Title Insurer is as follows:


 


Stewart
Title Guaranty Company


c/o
Terrance Miklas


One
Washington Mall - Suite 1400


Boston,
MA 02108


O
617-933-2415 | M 617-293-8171 | F 617-727-8372


TMiklas@stewart.com


 




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Section
1.2           Additional Defined Terms. As used herein, the following terms
shall have the meanings defined in the recitals or Section indicated below:


 





	 	Agreed Upon Title Defects	Section 7.6(b)
	 	Agreement	Preamble
	 	Buyer	Preamble
	 	Closing Date	Section 9.1
	 	Earnest Money Deposit	Section 2.4
	 	Escrow Agent	Preamble
	 	Escrowed Funds	Section 2.6
	 	Governmental Payor Program	Section 4.15
	 	Holdback Escrow Agreement	Section 10.5
	 	Holdback Escrow Funds	Section 10.5
	 	Improvements	Section 2.1(a)
	 	Indemnified Party	Section 10.4(a)
	 	Indemnifying Party	Section 10.4(a)
	 	Land	Section 2.1(a)
	 	Lease Agreement	Section 9.5(b)
	 	Management Agreement	Section 9.5(b)
	 	Non-controlled Affiliates	Section 12.10
	 	OFAC	Section 4.28
	 	Patriot Act	Section 4.28
	 	Permitted Buyer-Assignee	Section 12.5
	 	Permitted Exception	Section 7.6(b)
	 	Personal Property	Section 2.1(a)
	 	Property	Section 2.1
	 	Proration Date	Section 2.5(a)
	 	Proration Schedule	Section 2.5(a)
	 	Purchase Price	Section 2.3
	 	Real Property	Section 2.1(a)
	 	Required Cure Items	Section 7.6(b)
	 	SEC	Section 6.6(c)
	 	Seller	Preamble
	 	Seller Non-Compete Area	Section 6.12(a)
	 	Sentinel	Section 12.10
	 	St. Andrew’s Facility	.Recital A
	 	Tenant Licenses	Section 4.13(a)
	 	Title Commitment	Section 7.6(a)
	 	Title Defect	Section 7.6(b)
	 	Title Notice	Section 7.6(b)
	 	Transaction Costs	Section 9.4


 


ARTICLE
II

PURCHASE AND SALE


 


Section
2.1           Property. Upon and subject to the terms and conditions provided
herein, at Closing, Seller will sell, transfer, assign and convey to Buyer, and Buyer will purchase from Seller the following
(collectively, the “Property”):


 


(a)          Real
Property. All of Seller’s right, title, and interest in and to that certain parcel of real property consisting of land (“Land”)
and all buildings, structures, fixtures and other improvements (“Improvements”) located thereon. The Land is more
particularly described on Exhibit A attached to this Agreement. The Land and Improvements (collectively, the “Real Property”)
shall be deemed to include all licenses, and all rights-of-way, beneficial easements and appurtenances related to the Real Property.


 




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(b)          Personal
Property. All furniture, Trade Fixtures and equipment owned by Seller and listed on Schedule 2.1(b) (collectively, the “Personal
Property”).


 


(c)           Records.
True and complete copies of all the books, records, accounts, files, logs, ledgers, journals and architectural, mechanical and
electrical plans and specifications pertaining to or used in the operation of the Property, however such data is stored.


 


(d)          Claims
and Causes of Action. Rights in and to any claims or causes of action to the extent they are in the nature of enforcing a guaranty,
warranty, or a contract obligation to complete improvements, make repairs, or deliver services to the Property.


 


(e)           Intellectual
Property. Any and all rights of Seller, if any, with respect to the use of (a) all trade names, trademarks, service marks, copyrights,
patents, jingles, slogans, symbols, logos, inventions, computer software, operating manuals, designs, drawings, plans and specifications,
marketing brochures, the “St. Andrew’s Village” names, logos, symbols, trademarks and web sites, or other proprietary
material, process, trade secret or trade right used by Seller or its Affiliates in the operation of the Property and (b) all registrations,
applications and licenses for any of the foregoing.


 


Section
2.2            Assumption of Liabilities.


 


(a)           [Reserved].


 


(b)           Buyer
is assuming no liabilities attributable to the operation or ownership of the Property which accrued or occurred on or prior to
the Closing, all of which Seller shall pay, discharge and perform when due, but in no event later than thirty (30) days after
Closing. Specifically, without limiting the foregoing, Buyer shall not assume (i) any claim, action, suit, or proceeding pending
as of the Closing or any subsequent claim, action, suit, or proceeding arising out of or relating to any event occurring prior
to Closing, with respect to the manner in which Seller conducted its businesses on or prior to the Closing, (ii) any liability
for Taxes other than real property taxes from and after Closing, or (iii) any liability under any Resident Agreements or for Resident
Deposits.


 


Section
2.3           Purchase Price. The purchase price for the Property shall
be an amount equal to FORTY TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($42,500,000.00), (the “Purchase Price”),
plus or minus (whichever is applicable) the Adjustment Amount, and shall be paid by Buyer to Seller at Closing in cash via wire
transfer of immediately available funds.


 


Prior
to the expiration of the Due Diligence Period, Buyer and Seller shall agree upon an allocation of the Purchase Price for local,
state and federal tax purposes; which allocation will specify the Purchase Price for the Property by Real Property and Personal
Property. The agreed allocation will be attached to this Agreement in the form shown on Schedule 2.3.


 




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Section
2.4           Earnest Money Deposit. Buyer will, within five (5) days after
the Effective Date deposit FIVE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($500,000.00), and, within one (1) Business Day after
the expiration of the Due Diligence Period so long as Buyer has not terminated this Agreement, an additional ONE MILLION AND NO/100
U.S. DOLLARS ($1,000,000.00), (the “Earnest Money Deposit”) with Escrow Agent. The Earnest Money Deposit will be refunded
to Buyer if Buyer terminates this Agreement prior to the expiration of the Due Diligence Period as permitted under Section 11.1(a).
After the expiration of the Due Diligence Period, the Earnest Money Deposit will be non-refundable to Buyer and will be paid to
Seller if this Agreement is terminated for any reason other than Buyer’s termination of this Agreement under Section 11.1(b),
Section 11.1(c), Section 11.1(e), Section 11.1(f), Section 11.1(g) or Section 11.2(a)(i). Upon Closing, the Earnest Money Deposit
shall be applied to the Purchase Price.


 


Section
2.5           Adjustment of Purchase Price.


 


(a)          All
real property taxes in connection with the Property shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m.,
on the date (the “Proration Date”) immediately preceding the Closing. Such taxes to be prorated shall include:
Real property taxes, which for the fiscal year 2014 shall be pro-rated based upon the actual year fiscal 2014 tax amounts, if
available, and if not, available, then upon the actual assessed value for fiscal year 2014, but to the extent the actual assessed
value for fiscal year 2014 is unavailable, the actual assessed value for fiscal year 2013 and applying either (a) the fiscal year
2014 tax rate if known, or (b) to the extent the fiscal year 2014 tax rate is unavailable, the fiscal year 2013 tax rate. Should
actual taxes for the current year vary from estimated taxes, each party shall have the right to demand and receive from the other
a re-proration of taxes and reimbursement for the prorated amount or variation thereof.


 


Buyer
and Seller shall prepare a proposed schedule (the “Proration Schedule”) prior to Closing that shall include
the real property tax items listed above with regard to the Property. Seller and Buyer will use all reasonable efforts to finalize
and agree upon the Proration Schedule at least two (2) Business Days prior to Closing.


 


(b)          This
Section 2.5 shall survive the Closing.


 


Section
2.6           Escrow Agent.


 


(a)          By
its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this
Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall
hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance
with the terms of this Agreement and the Holdback Escrow Agreement. Escrow Agent shall incur no liability in connection with the
safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct
or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs
and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations
with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect
to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue
to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by
a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance
with the laws of the State of Colorado. Escrow Agent shall not be responsible for the preservation of principal or any interest
on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal
of the Escrowed Funds prior to the date interest is posted thereon.


 




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(b)          The
Escrow Agent may resign upon thirty (30) days’ prior written notice to the Seller and Buyer. If a successor escrow agent
is not appointed by the Seller and Buyer within this thirty (30) day period, the Escrow Agent may, but shall have no duty to,
petition a court of competent jurisdiction to name a successor. If no successor escrow agent is appointed within thirty (30) days
after such written notice, the Escrow Agent may withhold performance by it pursuant to Section 2.6(a) until such time as a successor
escrow agent is appointed and, at such time, the Escrow Agent shall deliver the Escrowed Funds or other documents, instruments
or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent
shall act in accordance with any joint written instructions from the Seller and Buyer.


 


(c)          The
Escrow Agent may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice
to the Escrow Agent.


 


(d)          This
Section 2.6 shall survive the Closing or the expiration or any termination of this Agreement.


 


ARTICLE
III

DUE DILIGENCE PERIOD


 


Section
3.1           Due Diligence Period. During the Due Diligence Period, Buyer
shall have the right to complete a non-invasive physical inspection of the Property as the Buyer deems appropriate to review and
evaluate the Property, the nature and extent of the Property, and operations of the Property, and all rights and liabilities related
thereto. In consideration of the execution of this Agreement, Seller agrees to cause to be provided to or made available to Buyer,
at no cost to Buyer and without any representation or warranty (except as provided for herein), all items requested on the attached
Exhibit B, via electronic mail submission or electronic data room, in an electronic format from which Buyer can generate an accurate
and complete paper copy that is both legible and suitable for inspection and review. Buyer may request that other items be provided
by Seller in addition to those specifically listed in Exhibit B, which items shall be mutually agreed upon by the Buyer and Seller
in their reasonable discretion. During the Due Diligence Period, Buyer shall have reasonable access to the Property at all reasonable
times during normal business hours for the purpose of conducting reasonably necessary tests, including, without limitation, surveys
and architectural, engineering, geotechnical and environmental inspections and tests, provided that, when practicable, (a) Buyer
will give Seller prior notice of any such inspection or test and (b) all such tests shall be conducted by Buyer in compliance
with Buyer’s responsibilities set forth in Section 3.2 below. Buyer may contact and file permit applications with any governmental
authorities required to obtain the permits and approvals described in Section 6.14 hereof. Seller shall cooperate with Buyer’s
due diligence during normal business hours so long as Buyer gives at least twenty-four (24) hours’ notice to Seller, conducts
such due diligence during normal business hours and is not disruptive to the operation of Seller’s business at the Property.
At the election of Seller, a representative of Seller shall be present during any entry by Buyer or its representatives upon the
Property for conducting any tests or inspections.


 




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Section
3.2           Buyer’s Responsibilities. In conducting any inspections,
investigations or tests of the Property, Buyer shall (i) not unreasonably disturb the tenants or interfere with their use of the
Property; (ii) not materially or unreasonably interfere with the operation and maintenance of the Property; (iii) not materially
damage any part of the Property or any personal property owned or held by any tenant or any third party; (iv) not injure or otherwise
cause bodily harm to Seller or its agents, guests, invitees, contractors and employees or any tenants or their guests or invitees;
(v) comply in all material respects with all Applicable Laws; and (vi) not permit any Liens to attach to the Property by reason
of the exercise of its rights hereunder. Buyer agrees to indemnify and save and hold Seller harmless from and against any and
all claims, suits, liabilities, costs, and expenses incurred or sustained by Seller arising from or in connection with the inspection
of the Property by Buyer and its employees, agents, engineers, consultants, contractors, and representatives; provided, however,
the foregoing shall exclude any claims, suits, liabilities, costs, and expenses incurred or sustained by Seller arising from the
negligence or willful misconduct of Seller or its representatives or from any pre-existing conditions not intentionally exacerbated
by Buyer. Prior to entering the Property for purposes of conducting any inspections, tests, or investigations, Buyer shall furnish
Seller a certificate of insurance issued by an insurance company licensed to transact business in the State of Colorado evidencing
the existence of a policy of commercial general liability insurance and, if necessary, commercial umbrella insurance, insuring
Seller and Buyer against any and all liability for injury to or death of a person or persons, or damage to property, occasioned
by or arising out of or in connection with Buyer’s and such other person’s entry onto the Property, the combined limited
of such policies to be in an amount not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. In the event that
any hazardous substance (as defined in Section 4.10) is encountered during the course of any inspections, tests, or investigations
conducted by Buyer or its representatives, then Buyer shall promptly notify Seller and shall discontinue any further inspections,
tests, or investigations for the presence of hazardous substances pending further discussions with Seller, and in such event,
Buyer’s Due Diligence Period shall be extended by the number of days that Buyer was required to discontinue further inspections,
tests, or investigations for the presence of hazardous substances. The provisions of this Section 3.2 shall survive the Closing
or the termination of this Agreement pursuant to any provision hereof. In the event that the Property is disturbed or altered
in any way as a result of Buyer’s activities under this Section 3.2, then Buyer shall promptly restore such disturbed or
altered areas of the Property to their conditions existing prior to the commencement of such activities which disturbed or altered
the Property.


 


Section
3.3           Continuing Diligence and Inspection Rights. Following the
expiration of the Due Diligence Period, and prior to the Closing or any earlier termination of this Agreement, at reasonable times
and upon reasonable notice, Buyer or Buyer’s agent(s), consultants, or other retained professionals shall have the right,
at Buyer’s expense, to perform or complete such further inspections and assessments of the Property as Buyer deems necessary
or desirable to comply with Buyer’s internal requirements or the requirements of Buyer’s lenders, investors, or members,
including, without limitation, further inspection of environmental and structural aspects, assessments of the compliance of the
Property with all Applicable Laws, and customary pre-closing walk-throughs. Notwithstanding the foregoing, all such inspections
and assessments by Buyer shall be subject to the terms and conditions of Section 3.2 above and shall not extend Buyer’s
rights to terminate this Agreement pursuant to Section 11.1(a) hereof.


 




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ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF SELLER


 


Seller
represents and warrants to Buyer as of the Effective Date and, except to the extent that Seller shall have provided written notice
to Buyer of a matter contemplated by Section 6.2(i), as of the Closing as follows:


 


Section
4.1           Organization; Good Standing. Seller is a validly existing
limited liability company and in good standing under the laws of the State of Delaware, with all requisite company power and authority
to carry on its business in the manner and in the location in which such business has been and is now being conducted, to execute
and deliver this Agreement, and to perform its obligations hereunder. Seller has the full right, power and authority and has obtained
any and all consents required to enter into this Agreement, the other Documents, and to consummate or cause to be consummated
the transactions contemplated hereby and thereby.


 


Section
4.2           Consent of Third Parties. Except as otherwise set forth on
Schedule 4.2, no consent or approval of any third party is required as a condition to the entering into, performance or delivery
of this Agreement and the other Documents by Seller other than such consent or approval as has been previously obtained.


 


Section
4.3           Authority; Enforceability. The execution and delivery of
this Agreement and the other Documents have been duly authorized by Seller, and this Agreement and the other Documents each constitute
the valid and binding obligation and agreement of Seller, enforceable against Seller in accordance with its terms.


 


Section
4.4           Absence of Conflicts. Subject to obtaining the consents and
approvals described on Schedule 4.2, neither the execution, delivery or performance of this Agreement and the other Documents
will (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under,
(iii) result in a violation of, or (iv) give any third party the right to modify, terminate, or accelerate any obligation under,
the provisions of the articles of organization or operating agreement of Seller and/or its Affiliates, any indenture, mortgage,
lease, loan agreement or other agreement or instrument to which Seller and/or its Affiliates are bound or affected, or any Applicable
Law.


 


Section
4.5           No Judgments. Except as set forth on Schedule 4.5, there
are no judgments presently outstanding and unsatisfied against the Property, Seller, or any of Seller’s assets.


 




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Section
4.6          No Governmental Approvals. Except as set forth on Schedule 4.6,
no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by,
any governmental agency, commission, board or public authority is required to authorize, or is required in connection with the
execution, delivery and performance by Seller of this Agreement and the other Documents or the taking of any action contemplated
by this Agreement and the other Documents, which has not been obtained.


 


Section
4.7           Insurance. Schedule 4.7 sets forth an accurate summary of
all general liability, fire, theft, professional liability and other insurance maintained by Seller with respect to the Property,
currently and since May 2012. Seller has not taken any action or failed to act in a manner, including, without limitation, the
failure of Seller to give any notice or information, which would limit or impair the rights of Seller under such insurance policies.
Seller shall provide Buyer with current property loss runs within fifteen (15) days after the end of each calendar month from
the Effective Date until the Closing. Prior to the Closing, Seller will promptly notify Buyer of any potential losses or claims
that may be covered by the insurance.


 


Section
4.8           Litigation. Except as set forth on Schedule 4.8, there is
no pending or, to Seller’s Knowledge, considered or threatened in writing any judgment, litigation, proceeding, investigation
or inquiry (by any person, governmental or quasi-governmental agency or authority or otherwise) to which Seller or the Property
is a party, including without limitation, litigation brought by Seller against any third party.


 


Section
4.9           Compliance with Laws. Except as provided on Schedule 4.9,
to Seller’s Knowledge, the Property has been constructed and has been and is presently used and operated in material compliance
with any Applicable Laws governing the use of the Property. Seller has not received notice of any such violation of any Applicable
Laws governing the use of the Property or any part thereof.


 


Section
4.10         Environmental Matters. Neither Seller nor, to Seller’s Knowledge,
Tenant has generated, stored or disposed of any hazardous substance at or on the Property in violation of any Applicable Laws,
and, except as set forth in Schedule 4.10, Seller has no Knowledge of any previous or present generation, storage, disposal or
existence of any hazardous substance at or on the Property other than in accordance with all Applicable Laws. The term “hazardous
substance” shall mean “hazardous waste,” “toxic substances,” “petroleum products,” “pollutants,”
or other similar or related terms as defined or used from time to time in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (“CERCLA”) (42 U.S.C. §§ 1801, et seq.), the Resource Conservation
and Recovery Act, as amended (42 U.S.C. § 6921, et seq.), similar state laws, and regulations (the “Environmental Laws”)
adopted thereunder. Seller has not received any notice letter under any Environmental Law or any notice or claim, and there is
no investigation pending, contemplated, or to Seller’s Knowledge threatened, to the effect that Seller is or may be liable
for or as a result of the release or threatened release of hazardous substance into the environment or for the suspected unlawful
presence of any hazardous waste on the Property.


 


Section
4.11         Assessments. Except as described in the Title Commitment, there are
no special or other assessments for public improvements or otherwise now affecting the Property, now pending or, to Seller’s
Knowledge, threatened special assessments affecting the Property.


 


Section
4.12         [Intentionally Deleted].


 




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Section
4.13         Licenses.


 


(a)          Tenant
holds all material licenses that are necessary for the lawful operation of the St. Andrew’s Facility as a senior living
facility, including independent living, assisted living and skilled nursing facilities, as currently operated by the Tenant (collectively,
the “Tenant Licenses”). The Tenant Licenses are valid and no material violations exist with respect to such Tenant
Licenses.


 


(b)          Since
Seller’s acquisition of the Property, St. Andrew’s Facility is not and has not been subject to the provisions of 12-31-101,
et seq., Colorado Revised Statutes, and neither Seller, Tenant nor Existing Manager has entered into “Life care contracts”
(as that term is defined by 12-13-101(6), Colorado Revised Statutes) with residents of St. Andrew’s Facility.


 


Section
4.14         Resident Agreements. Except as otherwise noted on Schedule 4.14, the
rent roll attached hereto as Exhibit G (the “Rent Roll”) is true and complete in all material respects. To Seller’s
Knowledge, Tenant is not in material default under any of its material obligations under any Resident Agreement or any lease,
and except as set forth on the Rent Roll, to Seller’s Knowledge, there is no material default on the part of any other party
thereto. To Seller’s Knowledge, all of the Resident Agreements identified on the Rent Roll are currently in full force and
effect as of the date of the Rent Roll. To Seller’s knowledge, all Resident Agreements are in material compliance with all
Applicable Laws and the Resident Agreements (or any ancillary agreement related thereto) do not constitute, and have never constituted,
“Life care contracts” (as that term is defined by 12-13-101(6), Colorado Revised Statutes).


 


Section
4.15        Medicare; Medicaid. Except as set forth in this Section 4.15 and on Schedule
4.15, no material portion of the income from any Property is attributable to Medicare, Medicaid or any public or private third-party
payor or other program, except for certain payment from private insurers pursuant to long-term care policies.


 


(a)          Tenant
is receiving payment under Titles XVIII and XIX of the Social Security Act and is certified for participation in those governmental
payor programs (“Governmental Payor Programs”), including but not limited to the Medicare programs, and is a party
to valid participation agreements for payment by the Governmental Payor Programs, which agreements are in full force and effect.
Without limiting the generality of the foregoing, the facilities, equipment, staffing and operations of Tenant satisfy all material
conditions of participation in the Governmental Payor Programs. Tenant has not received notice of pending, threatened or possible
investigation by, or loss of participation in, any Governmental Payor Programs, and there is no basis for any such notice.


 


(b)          There
are no pending or threatened material claims (including potential penalties) by any of such Governmental Payor Programs against
Tenant, and Tenant has not been subject to loss of waiver of liability for utilization review denials with respect to any such
Governmental Payor Programs since May 2012.


 




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(c)          All
billing practices of Tenant with respect to Governmental Payor Programs and private insurance companies have been in material
compliance with Applicable Laws, and Tenant has not billed or received any payment or reimbursement in excess of amounts allowed
by Applicable Laws.


 


(d)          Tenant
has not, in material violation of the requirements of any Government Payor Program, (i) offered or paid any remuneration, in cash
or in kind, to, or made any financial arrangements with, any past, present or potential customers, past or present suppliers,
patients, medical staff members, contractors or third-party payors of Tenant in order to obtain business or payments from such
persons other than in the ordinary course of business; (ii) given or agreed to give, or is aware that there has been made or that
there is any agreement to make, any gift or gratuitous payment of any kind, nature or description (whether in money, property
or services) to any customer or potential customer, supplier or potential supplier, contractor, third party-payor or any other
person other than in connection with promotional or entertainment activities in the ordinary course of business; (iii) made or
agreed to make, or is aware that there has been made or that there is any agreement to make, any contribution, payment or gift
of funds or property to, or for the private use of, any governmental official, employee or agent where either the contribution,
payment or gift or the purpose of such contribution, payment or gift is or was illegal under Applicable Laws; (iv) established
or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of its books
or records for any reason; or (v) made, or agreed to make, or is aware that there has been made or that there is any agreement
to make, any payment to any person with the intention or understanding that any part of such payment would be used for any purpose
other than that described in the documents supporting such payment.


 


(e)           Neither
Tenant nor any partner, member, director, officer or employee thereof, is in material violation of the requirements of any Government
Payor Program as a result of being a party to any contract, lease agreement or other arrangement (including any joint venture
or consulting agreement) with any physician, health care facility, hospital, nursing facility, home health agency or other person
who is in a position to make or influence referrals to or otherwise generate business for Tenant or Seller, or otherwise influence
the affairs of Tenant or Seller, to provide services, lease space, lease equipment or engage in any other venture or activity
that is prohibited by law or that did not provide commercially reasonable terms with fair market value consideration for the goods,
property, services or use of money provided, exchanged or acquired thereunder at the time entered into.


 


Section
4.16         Condemnation. Seller has not received any written notice of any pending
or contemplated condemnation, eminent domain or similar proceeding, with respect to all or any portion of the Property.


 


Section
4.17          Condition of Property.


 


(a)           Personal
Property. Except as described on Schedule 4.17, to Seller’s Knowledge: (i) the Personal Property constitutes all of the
furniture, Trade Fixtures and equipment used or required for the operation of the Property as currently operated, and (ii) all
of the Personal Property is, in all material respects, in good condition, working order and repair (ordinary wear and tear excepted).


 


Section
4.18          [Intentionally Deleted].


 




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Section
4.19         [Intentionally Deleted].


 


Section
4.20         [Intentionally Deleted].


 


Section
4.21         [Intentionally Deleted].


 


Section
4.22         FIRPTA. Seller is not a “foreign person” within the meaning
of Section 1445 of the Code and the Regulations issued thereunder.


 


Section
4.23         Interests; Title. Except as described on Schedule 4.23, Seller owns
one hundred percent (100%) of the ownership interest in the Property, free and clear of all Liens except Permitted Exceptions
and Permitted Liens. There are no outstanding options or other rights to purchase or otherwise acquire any ownership interest
in the Property.


 


Section
4.24         Title Encumbrances. Except as described on Schedule 4.24, to Seller’s
Knowledge, neither Seller nor Tenant, is in default under any of their material obligations under any recorded agreement, easement
or instrument encumbering title to the Property, and Seller has no Knowledge of any material default on the part of any other
party thereto.


 


Section
4.25         Affordable Housing Units. Except as described on Schedule 4.25, no bedroom
or unit in the Property is leased or reserved for lease as an affordable housing unit or for low- or moderate-income residents.
Except as described on Schedule 4.25, the Property is not required to lease or reserve any unit or bedroom as an affordable housing
unit or bedroom or for low-income or moderate-income residents pursuant to a presently existing agreement or Applicable Law.


 


Section
4.26         [Intentionally Deleted].


 


Section
4.27         Loans. Except as otherwise described on Schedule 4.27, there are no
loans secured by the Property.


 


Section
4.28         Patriot Act Compliance. To the extent applicable to Seller, Seller has
complied in all material respects with the International Money Laundering Abatement and Anti Terrorist Financing Act of 2001,
which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the “Patriot Act”) and the regulations promulgated thereunder, and the rules and regulations
administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), to the extent such
laws are applicable to Seller. Seller is not included on the List of Specially Designated Nationals and Blocked Persons maintained
by the OFAC, nor is it a resident in, or organized or chartered under the laws of, (A) a jurisdiction that has been designated
by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money
laundering concerns or (B) any foreign country that has been designated as non-cooperative with international anti-money laundering
principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering,
of which the United States is a member and with which designation the United States representative to the group or organization
continues to concur.


 




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Section
4.29         Broker’s or Finder’s Fees. Except as provided on Schedule
4.29, no agent, broker, investment banker or other person or firm acting on behalf of or under the authority of Seller or any
Affiliate of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee,
directly or indirectly, in connection with the transactions contemplated by this Agreement. This Section 4.29 shall survive the
Closing or the expiration or any termination of this Agreement.


 


Section
4.30         Insolvency. Seller has not (i) commenced a voluntary case or had entered
against them a petition for relief under any Applicable Law relative to bankruptcy, insolvency, or other relief for debtors, (ii)
caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or similar official
in any federal, state or foreign judicial or non-judicial proceeding to hold, administer, and/or liquidate all or substantially
all of their respective assets, (iii) had filed against them any involuntary petition seeking relief under any Applicable Law
relative to bankruptcy, insolvency, or other relief to debtors which involuntary petition is not dismissed within sixty (60) days,
or (iv) made a general assignment for the benefit of creditors.


 


ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF BUYER


 


Buyer
represents and warrants to Seller as of the Effective Date and as of the Closing as follows:


 


Section
5.1           Organization and Good Standing. Buyer is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite
corporate power and authority to own, operate, and lease the Property and carry on its business in the manner and in the location
in which such business has been and is now being conducted, to execute and deliver this Agreement and the other Documents, and
to perform its obligations hereunder and thereunder.


 


Section
5.2           Authorization and Binding Effect of Documents. The execution
and delivery of this Agreement and the other Documents have been duly authorized by Buyer, and this Agreement and the other Documents
constitute the valid and binding obligation and agreement of Buyer, enforceable in accordance with its terms.


 


Section
5.3           Absence of Conflicts. Neither the execution and delivery
of this Agreement and the other Documents, nor compliance with the terms and provisions hereof and thereof, will (i) conflict
with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in
a violation of, or (iv) give any third party the right to modify, terminate, or accelerate any obligation under, the provisions
of the articles of organization or operating agreement of Buyer and/or its Affiliates, any indenture, mortgage, lease, loan agreement
or other agreement or instrument to which Buyer and/or its Affiliates is bound or affected, or any Applicable Law to which Buyer
and/or its Affiliates is subject.


 


Section
5.4           Consents. The execution, delivery and performance by Buyer
and/or its Affiliates of this Agreement and the other Documents, and consummation by Buyer and/or its Affiliates of the transactions
contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance or other
action by or notice or declaration to, or filing with, any court or administrative or other governmental body, or the consent,
waiver or approval of any other person or entity.


 




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Section
5.5           Patriot Act Compliance. To the extent applicable to Buyer,
Buyer has complied in all material respects with the Patriot Act and the regulations promulgated thereunder, and the rules and
regulations administered by OFAC, to the extent such laws are applicable to Buyer. Buyer is not included on the List of Specially
Designated Nationals and Blocked Persons maintained by the OFAC, nor is it a resident in, or organized or chartered under the
laws of, (A) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot
Act as warranting special measures due to money laundering concerns or (B) any foreign country that has been designated as non-cooperative
with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial
Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative
to the group or organization continues to concur.


 


Section
5.6           Broker’s or Finder’s Fees. No agent, broker,
investment banker, or other person or firm acting on behalf of Buyer or any of its Affiliates or under its authority, is or will
be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, in connection
with the transactions contemplated by this Agreement. This Section 5.6 shall survive the Closing or the expiration or any termination
of this Agreement.


 


Section
5.7           Litigation. There is no pending or, to Buyer’s knowledge,
considered or threatened judgment, litigation, proceeding, investigation, or inquiry (by any person, governmental or quasi-governmental
agency or authority, or otherwise) to which Buyer is a party or to which any property of Buyer is subject that would be reasonably
likely to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated
hereby.


 


Section
5.8           New Debt. The Closing will not be conditioned upon the sourcing
and placement of any new debt by Buyer.


 


ARTICLE
VI

OTHER COVENANTS


 


Section
6.1           Conduct of Business Prior to the Closing. Seller covenants
and agrees that from the Effective Date through the Closing, unless Buyer otherwise consents in writing, Seller and its Affiliates
shall:


 


(a)          Operate
the Property in the ordinary course of business, including, without limitation (i) incurring expenses consistent with the past
practices, (ii) using commercially reasonable efforts to preserve the Property’s present business operations, organization
and goodwill and its relationships with residents, customers, employees, advertisers, suppliers and other contractors and (iii)
maintaining the licenses (including, but not limited to the Tenant Licenses) listed on Exhibit E.


 




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(b)          Operate
the Property and otherwise conduct business in accordance with the terms or conditions of the licenses (including, but not limited
to the Tenant Licenses) listed on Exhibit E, in all material respects, all Applicable Laws having jurisdiction over any aspect
of the operation of the Property and all applicable insurance requirements.


 


(c)          Maintain
the books and records for the Property consistent with past practices.


 


(d)          Take
commercially reasonable efforts to maintain the Personal Property currently in use in reasonably good operating condition and
repair, except for ordinary wear and tear, in a manner consistent with past practices.


 


(e)           Not
sell, lease, grant any rights in or to or otherwise dispose of, or agree to sell, lease or otherwise dispose of, the Property
in whole or in part, except to residents of the facility in the ordinary course of business.


 


(f)           Perform
all covenants, terms, and conditions and make all payments in a timely fashion, under any loans listed on Schedule 4.27.


 


(g)          Subject
to Section 12.16 below, not make any individual alterations or improvements (or series of related alterations or improvements)
to the Property or make any capital expenditure with respect to the Property in excess of ONE HUNDRED THOUSAND AND NO/100 U.S.
DOLLARS ($100,000.00) other than those that are required by Applicable Law or that are necessary to preserve the coverage under
or comply with the terms of any insurance policy with respect to the Property.


 


(h)           Not
enter into any agreement which calls for annual payments in excess of FIFTEEN THOUSAND AND NO/100 U.S. DOLLARS ($15,000.00) or
for a term in excess of one year, unless such agreement can be terminated upon not more than sixty (60) days prior written notice
without the payment of any termination fee or penalty payment.


 


(i)            Provide
the Buyer with a current Rent Roll on the fifth day of each month.


 


(j)            Maintain
and cause to be maintained in full force and effect the existing insurance on the Property and the operations of St. Andrew’s
Facility and shall provide, upon request by Buyer, evidence satisfactory to Buyer that such insurance continues to be in effect
and that all premiums due have been paid.


 


Section
6.2           Notification of Certain Matters. Seller shall give prompt
written notice(within two (2) Business Days) to Buyer, and Buyer shall give prompt written notice to Seller (each, a “Notice
Letter”), of (i) the occurrence, or failure to occur, of any event that would be likely to cause any of its respective
representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from
the Effective Date to the Closing, and (ii) any failure to comply with or satisfy, in any material respect, any covenant, condition,
or agreement to be complied with or satisfied under this Agreement. Upon receipt of a Notice Letter by Buyer pursuant to this
Section 6.2, Buyer shall be entitled to terminate this Agreement by providing written notice to Seller and Escrow Agent
within ten (10) days after receipt of the Notice Letter. In the event this Agreement is terminated pursuant to this Section 6.2,
the Earnest Money Deposit shall be refunded to Buyer, whereupon, except as provided for herein, this Agreement and all rights
and obligations of the parties hereunder shall be null and void. If the Closing still occurs after Buyer’s receipt of the
Notice Letter, then Buyer shall be deemed to have waived any claim hereunder with respect to the matter discussed in such Notice
Letter. If, prior to Closing, either Buyer or Seller obtains Knowledge of any matter that causes the representations or warranties
of the other party contained in this Agreement to be untrue or inaccurate in any material respect, such party shall promptly notify
the other party thereof in writing.


 




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Section
6.3           Title; Additional Documents. At the Closing, Seller shall
transfer and convey to Buyer good and indefeasible fee simple title to the Property, free and clear of any Liens except Permitted
Exceptions and Permitted Liens. At the Closing, all warranties and guaranties, to the extent in existence and assignable or transferable,
relating to the Property shall be transferred by Seller to, and shall be held and owned by, Buyer.


 


Section
6.4           [Intentionally Deleted].


 


Section
6.5           Inspection and Access. Seller shall, commencing on the Effective
Date of this Agreement, open the assets, books, accounting records, correspondence and files of Seller (to the extent related
to the operation of the Property) for examination by Buyer, its officers, attorneys, accountants and agents, with the right to
make copies of such books, records and files or extracts therefrom. Such access will be available to Buyer during normal business
hours, upon reasonable prior notice (to be not less than twenty-four hours), in such manner as will not unreasonably interfere
with the conduct of the business of the Property. Seller will make available to Buyer such additional data and other available
information regarding the Property as Buyer may reasonably request.


 


Section
6.6           Confidentiality.


 


(a)          Confidential
Information. Any and all nonpublic information, documents, and instruments delivered to Buyer by Seller or its agents or Affiliates
and any and all nonpublic information, documents, and instruments delivered to Seller by Buyer or its agents or Affiliates, including,
without limitation, this Agreement, the Documents and all agreements referenced herein, are of a confidential and proprietary
nature. Buyer and Seller agree that prior to Closing, each will maintain the confidentiality of all such confidential information,
documents or instruments delivered to each by the other party or its agents in connection with the negotiation of, or in compliance
with, this Agreement, and only disclose such information, documents, and instruments to their duly authorized officers, directors,
attorneys, accountants, consultants, other advisers, representatives and agents, or as otherwise required by Applicable Law. Buyer
and Seller further agree that if the transactions contemplated hereby are not consummated and this Agreement is terminated, each
will return all such documents and instruments and all copies thereof in their possession to the other party. Upon Seller’s
request, Buyer shall certify in writing that it has fully complied with this Section 6.6(a). This Section 6.6(a) shall only survive
Closing as to Seller (and not Buyer) but shall survive as to both Seller and Buyer in the event this Agreement is terminated prior
to Closing.


 




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(b)          Confidentiality
of Agreement. Seller and Buyer will not disclose the terms or existence of this Agreement to any third party without the prior
written consent of the other party or its agents, except that Seller and Buyer may disclose such terms to their respective attorneys,
accountants, consultants, engineers, other advisers, members, shareholders, lenders, the Buyer’s potential investors or
lenders, and as required by Applicable Law without such prior written consent. This Section 6.6(b) shall survive Closing and shall
survive in the event this Agreement is terminated prior to Closing with respect to Seller.


 


(c)          Permitted
Uses of Information. Notwithstanding the forgoing, nothing in this Section 6.6 shall prevent the Buyer from making any disclosure
regarding this Agreement to the Securities and Exchange Commission (the “SEC”) necessary to comply with any reporting,
disclosure, or filing requirements imposed upon the Buyer by the SEC.


 


(d)          Irreparable
Harm. Seller and Buyer recognize that any breach of this Section 6.6 would result in irreparable harm to the other party; therefore,
Seller or the Buyer shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity
of proving actual damages or posting a bond, cash or otherwise, in addition to all of other legal and equitable remedies.


 


Section
6.7          Publicity. Seller and Buyer agree that no public release or announcement
concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the other party,
except as required by Applicable Law.


 


Section
6.8           Commercially Reasonable Efforts. Subject to the terms and
conditions of this Agreement, each party will use its commercially reasonable efforts to satisfy any condition for which such
party is responsible hereunder and to consummate and make effective as soon as practicable the transactions contemplated by this
Agreement.


 


Section
6.9           [Intentionally Deleted].


 


Section
6.10         [Intentionally Deleted].


 


Section
6.11         [Intentionally Deleted].


 


Section
6.12         Noncompetition.


 


(a)          After
the Closing, Seller and Seller’s Affiliates shall not directly or indirectly (unless acting in accordance with Buyer’s
written consent) own, manage, operate, finance or participate in the ownership, management, operation or financing of, or permit
its name to be used by or in connection with, any competitive business or enterprise located within a seven (7) mile radius of
the Real Property (the “Seller Non-Compete Area”) for a period of two (2) years after the Closing.


 


(b)          Intentionally
Deleted]


 




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(c)          Notwithstanding
the foregoing, the non-compete restrictions set forth in this Section 6.12 shall not apply to (i) any direct or indirect investment
in, or the manager or operation of, any post-acute care facility or any other facility that is not a competitive business or enterprise,
(ii) any competitive business or enterprise acquired directly or indirectly by Seller or its Affiliates as part of a single acquisition
of at least five (5) senior living facilities and no more than one (1) facility is a competitive business or enterprise located
within the Seller Non-Compete Area, (iii) any interest acquired in one or more pools of mortgages (including any servicing or
similar rights therein) notwithstanding that one or more of such mortgages may be secured by one or more competitive business
or enterprise’s that are otherwise subject to the non-compete restrictions of this Section 6.12 and any interest in a competitive
business or enterprise otherwise that is acquired as a result of a default under or with regard to any of such mortgages (i.e.
foreclosure or deed in lieu thereof), (iv) any properties currently under management and/or ownership by Seller or its Affiliates,
a list of which are more particularly set forth on Schedule 6.12, (v) any non-controlling equity or debt interests acquired or
held in any publicly traded company, (vi) any investment made by RSF Partners, Inc. in Veritas Management, LLC and any properties
or facilities owned or acquired directly or indirectly by Veritas Management, LLC, or (ix) any investment or management opportunity
with respect to which Buyer, in its sole discretion, elects to waive the conflict in writing.


 


(d)          For
purposes of this Section 6.12, the term “competitive business or enterprise” shall mean a continuing care retirement
community, an independent living facility, an assisted living facility, or a memory care facility.


 


(e)          The
Parties agree that any breach of this Section 6.12 will cause irreparable damage to the Buyer and that in the in the event of
such breach, the prevailing party in any such enforcement action shall be entitled, in addition to monetary damages and to any
other remedies available to the prevailing party under this Agreement and at law, to equitable relief, including injunctive relief,
and to payment of all costs incurred by the prevailing party in enforcing or defending the provisions of this Section 6.12, including
reasonable attorneys’ fees.


 


(f)          This
Section 6.12 shall survive Closing.


 


Section
6.13         Exclusivity. From and after the Effective Date to the Closing or termination
of this Agreement according to the terms hereof, Seller shall not take any action, directly or indirectly, to encourage, initiate
or engage or participate in discussions or negotiations with, or provide any information to, any party, other than Buyer, concerning
a potential transaction involving the purchase and sale of the Property, the purchase and sale of all or substantially all of
the ownership interest of Seller, or any transaction similar to the foregoing.


 




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Section
6.14         Certain Filings. Buyer shall use commercially reasonable efforts to
make or obtain or cause to be made or obtained, and Seller shall (at Buyer’s sole expense) assist and cooperate therewith,
and as promptly as practicable prior to the Closing Date, all approvals, permits, registrations, filings and notices appropriate
under Applicable Laws relating to the transactions contemplated hereby; provided, however, that Buyer shall pay all costs associated
with such filings, including, without limitation, the filing fees in connection therewith. Prior to the Closing Date, Buyer shall
use reasonable efforts, and Seller shall (at Buyer’s sole expense) assist and cooperate therewith, to (a) respond at the
earliest practicable date to any requests for additional information made by any governmental authority or agency with respect
to all filings made under Applicable Laws, (b) take all actions necessary to cause the waiting periods for all filings made under
Applicable Laws to terminate or expire at the earliest possible date, (c) take or cause to be taken all actions necessary to obtain
any appropriate approvals of any governmental authorities or agencies and (d) resist in good faith, at its cost (including, at
the sole discretion of Buyer, the institution or defense of litigation), any assertion that the transactions contemplated hereby
constitute a violation of Applicable Laws, all to the end of expediting consummation of the transactions contemplated hereby.
The parties shall promptly inform each other of any material communication from any governmental authority or agency regarding
any of the transactions contemplated hereby and shall permit each other to review in advance any proposed communication to any
governmental authority or agency, subject to Applicable Laws and provided that the parties shall not be required to provide to
each other with any documents or other materials related to a party’s valuation of the transactions contemplated by this
Agreement. Prior to the Closing Date, Buyer shall use reasonable efforts to consult with Seller, and Seller shall use reasonable
efforts to consult with Buyer, prior to any meetings, by telephone or in person, with the staff of any governmental authority
or agency regarding the transactions contemplated hereby, and to the extent practicable, each party may have a representative
present at any such meeting. Prior to the Closing Date, Buyer shall not notify the residents of the transactions contemplated
hereby.


 


Section
6.15         Condition of Property. Buyer acknowledges and agrees that, except as
provided for herein, Buyer is acquiring the Property “AS IS, WHERE IS AND WITH ALL FAULTS” in the present condition
of the Property, subject to reasonable use, wear and tear, casualty, and condemnation, as provided herein, between the Effective
Date and the Closing and further agrees that, except as provided for herein, Seller shall not be liable to Buyer for any latent
or patent defects in the Property. It is understood and agreed that, except as otherwise expressly set forth herein, Seller has
not, at any time, made any warranties or representations of any kind or character, expressed or implied, with respect to the Property
or Seller, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a
particular purposes, title, zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating
history or projections, valuations, governmental approvals, or the compliance of Seller with Applicable Laws.


 


ARTICLE
VII

CONDITIONS PRECEDENT TO THE

OBLIGATION OF BUYER TO CLOSE


 


Buyer’s
obligation to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each
of the following conditions, unless waived by Buyer in writing:


 


Section
7.1           Accuracy of Representations and Warranties; Closing Certificate.
Except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer, each of the representations
and warranties made by Seller in this Agreement or in any certificate delivered pursuant to Section 9.2 that is qualified as to
knowledge or materiality shall be true and correct in all respects when made and shall be true and correct in all respects at
and as of the Closing as though such representations and warranties were made or given on and as of the Closing, and each of such
representations and warranties that is not qualified as to knowledge or materiality shall be true and correct when made and shall
be true and correct in all material respects at and as of the Closing as though such representations and warranties were made
or given on and as of the Closing. For purposes of determining whether the representations and warranties made by the Seller pursuant
to this Agreement are true and correct at and as of the Closing, the Schedules and Exhibits shall be deemed to include only that
information contained therein on the date such Schedules and Exhibits are acknowledged pursuant to Section 12.13, and any information
disclosed to Buyer pursuant to Section 6.2 or otherwise. Notwithstanding the foregoing, Seller shall have the right to a reasonable
adjournment of Closing not to exceed sixty (60) days in order to cure a breach of the representations and warranties set forth
in Section 4.13.


 




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Section
7.2           Performance of Agreement. Seller and its Affiliates shall
have performed in all material respects all of their covenants, agreements and obligations required by this Agreement to be performed
or complied with by them prior to or upon the Closing.


 


Section
7.3           No Material Adverse Effect. No Material Adverse Effect shall
have occurred with respect to the Property, which Material Adverse Effect cannot be cured by Seller within thirty (30) days of
receipt of written notice from Buyer. Notwithstanding the foregoing, this Section 7.3 shall not apply to any condemnation,
casualty, or other event or occurrence which would otherwise be subject to Section 12.16 or Section 12.17 hereof.


 


Section
7.4           Tail Insurance. Seller shall have obtained, and paid in full,
tail coverage insurance for a two year period with respect to any claims related to the ownership of Property prior to Closing
and the operations of St. Andrew’s Facility prior to the Closing. Seller and Buyer shall use reasonable efforts to agree
upon the terms of such tail coverage insurance prior to the expiration of the Due Diligence Period.


 


Section
7.5           [Reserved].


 


Section
7.6           Title Insurance and Survey.


 


(a)          Within
five (5) days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance
(the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Real Property, in which the
Title Insurer shall agree to insure, in such amount as Buyer deems adequate (but not to exceed the Purchase Price), merchantable
title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) exceptions
which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements
as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall
have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly
to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent
revisions thereof, promptly upon receipt of same.


 




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(b)          If
(i) any of the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer
in Buyer’s sole discretion, or (ii) the Survey below discloses anything not acceptable to Buyer in Buyer’s sole discretion,
or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to
title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer
in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title
Defect”), then Buyer shall, on or before the earlier of fifteen (15) days before the end of the Due Diligence Period or
ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect
(the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions.
Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is
not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of
this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take
the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence
of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything
contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing
(with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3
hereof, or a portion thereof, for such purpose): (w) all mechanics’, materialmen’s, repairmen’s, contractors’
or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be
filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (with
Seller having the right to cure such mechanics’, materialmen’s, repairmen’s, contractors’ or other similar
Liens by bonding around the same), (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and
(z) all judgments which have attached to and become a lien against the Property by, through, or under Seller.


 


(c)          In
the event (x) the Agreed Upon Title Defects specified are not cured on or before the Closing, (y) a Required Cure Item is not
cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the
ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to five (5)
days following the date of such Title Notice), Buyer shall have the option to:


 


(i)          accept
Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title
Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby
in accordance with the terms of this Agreement;


 


(ii)         pay
up to $150,000.00 to cure any Agreed Upon Title Defects or any Required Cure Items and deduct any amount so paid from the Purchase
Price;


 


(iii)        by
giving Seller written notice of Buyer’s election, terminate this Agreement and receive a refund of the Earnest Money Deposit,
in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations
that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without
giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as
Permitted Exceptions.


 




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Notwithstanding
the foregoing, nothing contained in this Section 7.6 shall limit the right of the Buyer to pursue any and all remedies provided
in Section 11.2 of this Agreement as a result of Seller’s default.


 


(d)          Notwithstanding
anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause
to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’,
materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective
Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through
or under Seller and on or prior to the Closing Date (ii) pay or cause to be paid in full all past due ad valorem taxes and assessments
of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or
cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or
through Seller, except to the extent Buyer otherwise assumes any of the obligations secured by such instruments, and all judgments
which have attached to and become a lien against the Property by, through or under Seller. In the event Seller fails to cause
such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be entitled to pay such amount to the
holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated
to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in this Section 7.6 shall limit
the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s
default.


 


(e)          At
Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all
endorsements reasonably required by Buyer and with coverage over any “gap” period.


 


(f)          All
Title Expenses shall be paid by the parties in accordance with Section 9.4 hereof. “Title Expenses” shall include
all costs and expenses of obtaining the Survey and Title Commitment, together with any endorsements required by any lender financing
the Buyer’s acquisition of the Property. “Title Expenses” shall exclude any costs and expenses incurred or required
to be incurred to cure any Title Defects or Required Cure Items.


 


Section
7.7           Other Inspections. Prior to the Closing, at reasonable times
and upon reasonable notice, Buyer or Buyer’s agent(s), consultants, or other retained professionals shall have the right,
at Buyer’s expense, to perform or complete such inspections and assessments of the Property as Buyer deems necessary or
desirable, including, without limitation, environmental and structural aspects, and assessments of the compliance of the Property
with all Applicable Laws. Notwithstanding the foregoing, all such inspections and assessments by Buyer shall be subject to the
terms and conditions of Section 3.2 above.


 


Section
7.8           Delivery of Closing Documents. Seller shall have delivered
or caused to be delivered to Buyer on the Closing each of the Documents required to be delivered pursuant to Section 9.2.


 




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ARTICLE
VIII

CONDITIONS PRECEDENT TO THE

OBLIGATION OF SELLER TO CLOSE


 


The
obligation of the Seller to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing,
of each of the following conditions, unless waived by Seller in writing:


 


Section
8.1            Accuracy of Representations and Warranties. Each of
the representations and warranties made by Buyer in this Agreement that is qualified as to knowledge or materiality shall be true
and correct in all respects when made and shall be true and correct in all respects at and as of the Closing as though such representations
and warranties were made or given on and as of the Closing, and each of such representations and warranties that is not qualified
as to knowledge or materiality shall be true and correct when made and shall be true and correct in all material respects at and
as of the Closing as though such representations and warranties were made or given on and as of the Closing.


 


Section
8.2            [Intentionally Deleted].


 


Section
8.3            Performance of Agreements. Buyer shall have performed
in all material respects all of its covenants, agreements, and obligations required by this Agreement and each of the other Documents
to be performed or complied with by it prior to or upon the Closing.


 


Section
8.4           Delivery of Closing Documents. Buyer shall have delivered
or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.


 


ARTICLE
IX

CLOSING


 


Section
9.1           Closing Date and Place. The Closing shall take place on the
date which is the later to occur of (i) five (5) Business Days following the satisfaction of all conditions to Closing contained
in ARTICLE VII and ARTICLE VIII, (ii) thirty (30) days after the expiration of the Due Diligence Period, or (iii) at such other
date and time as may be expressly agreed upon in writing by the Buyer and Seller (the “Closing Date”) but in no event
later than August 8, 2014, 2014. Notwithstanding the foregoing, Buyer and Seller agree to target a Closing Date of July 31, 2014.
The Closing shall be accomplished by the Buyer and Seller depositing the Closing Documents into escrow with the Title Insurer
and Buyer and Seller issuing their respective instructions to the Title Insurer without the need for attending in person unless
the parties mutually agree otherwise.


 


Section
9.2           Deliveries of Seller. At the Closing, Seller shall deliver
or cause to be delivered to Buyer the following, in each case in form and substance reasonably satisfactory to Buyer:


 




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(a)          A
governmental certificate, dated as of a date as near as practicable to the Closing (but in no event more than five (5) days prior
to the Closing), showing that Seller (i) is duly organized and in good standing in the state of organization of Seller, and (ii)
is qualified to do business in the state in which the Property is located.


 


(b)          A
certificate of the secretary (or the equivalent thereto if none) of Seller attesting as to the incumbency of each manager, officer,
and authorized representative of Seller who executes this Agreement and any of the other Documents, certifying that resolutions
and consents necessary for Seller to act in accordance with the terms of this Agreement have been adopted or obtained (with copies
thereof attached) and to similar customary matters.


 


(c)          A
warranty deed and a bill of sale (with general warranty of title) in the form of bill of sale as is annexed hereto as Exhibit
C and other instruments of transfer and conveyance transferring the Property held or owned by Seller (or Seller’s Affiliates)
to Buyer free of all Liens other than the Permitted Exceptions and Permitted Liens.


 


(d)          A
certificate of non-foreign status under Section 1445 of the Code, complying with the requirements of the Income Tax Regulations
promulgated pursuant to such Section.


 


(e)          A
certificate that the conditions specified in Sections 7.1 and 7.2 are satisfied as of the Closing.


 


(f)          A
true, correct and complete Rent Roll for the Property listing each resident as of the Closing, the unit, bed or room number of
such resident, the amount of monthly fees to be paid by such resident, the amount of any Resident Deposit, the date of the Resident
Agreement, and the expiration date of such Resident Agreement.


 


(g)          Copies
of audited financial statements of Tenant for calendar year 2013 and the period beginning April 1, 2012 and ending December 31,
2012. Additionally, Seller shall provide Buyer, but without expense to Seller, with (a) an audit letter relating to Tenant in
substantially the form as Exhibit F attached hereto and made a part hereof, and (b) copies of, or access to, such factual information
as may be reasonably requested by Buyer or its designated accountants, and in the possession or control of Seller or Tenant, to
enable Buyer to file any filings required by the SEC in connection with the purchase of the Property.


 


(h)          A
Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit D, duly executed by Seller.


 


(i)          Such
additional information, materials, affidavits and certificates as Buyer shall reasonably request to evidence the satisfaction
of the conditions to Seller’s obligations hereunder, including without limitation, evidence that all consents and approvals
required as a condition to Buyer’s obligation to close hereunder have been obtained, title affidavits, such affidavits and
indemnities as the Title Insurer may reasonably require to issue the Title Insurance policies, the gap coverage and all endorsements
and any other documents expressly required by this Agreement to be delivered by Seller at Closing, or as may be reasonably required
by the Title Insurer.


 




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Section
9.3           Deliveries of Buyer. At the Closing, Buyer shall deliver
or cause to be delivered to Seller the following, in each case in form and substance reasonably satisfactory to Seller:


 


(a)          The
Purchase Price in accordance with Section 2.3, subject to the adjustments under Section 2.5.


 


(b)          A
certificate that the conditions specified in Sections 8.1 and 8.3 are satisfied as of the Closing.


 


(c)          [Intentionally
Deleted]


 


(d)          A
governmental certificate, dated as of a date as near as practicable to the Closing (but in no event more than five (5) days prior
to the Closing), showing that Buyer is (i) duly organized and in good standing in the state of its formation, and (ii) is qualified
to do business in the state where the Property is located.


 


(e)           A
certificate of the secretary (or the equivalent thereto if none) of Buyer attesting as to the incumbency of each officer or authorized
representative of Buyer who executes this Agreement and/or any of the other Documents, certifying that resolutions and consents
necessary for Buyer to act in accordance with the terms of this Agreement have been adopted or obtained (with copies thereof attached)
and to similar customary matters.


 


(f)           A
Holdback Escrow Agreement in accordance with Section 10.5, in the form attached hereto as Exhibit D, duly executed by Buyer.


 


(g)          Such
additional information and materials as Seller shall have reasonably requested to evidence the satisfaction of the conditions
to its obligations hereunder.


 


Section
9.4            Closing Costs. Buyer and Seller shall each pay (a)
their respective attorneys’ fees and expenses (b) broker fees and commissions engaged by such party, respectively, and (c)
except as set forth below, due diligence costs. Seller shall pay for the cost of the basic title insurance premiums for the title
insurance to be issued pursuant to Section 7.6 and Buyer shall pay for the cost of all endorsements and additional coverages to
be required by Buyer. All other customary closing costs will be allocated between the Seller, on the one hand, and Buyer, on the
other hand, and paid in accordance with customary closing cost allocation in the County and State where the Property is located
(collectively, the “Transaction Costs”).


 


Section
9.5            Lease and Management Agreement.


 


(a)          The
parties acknowledge and agree that (i) the existing lease agreement between Seller and Tenant governing the lease of the Property,
and (ii) the existing management agreement between Tenant and Existing Manager, shall terminate no later than Closing.


  


(b)          The
parties acknowledge and agree that at least five (5) Business Days prior to the expiration of the Due Diligence Period (i) Buyer,
or its designee, and Tenant shall have delivered into escrow a fully-executed original of a Lease Agreement governing the lease
of the Property from the Buyer in form and substance satisfactory to Buyer and Tenant (the “Lease Agreement”)
and (ii) Tenant and Existing Manager shall have entered delivered into escrow a fully-executed original of a Management Agreement
governing the management of St. Andrew’s Facility in form and substance satisfactory to Buyer, Tenant and Existing Manager
(the “Management Agreement”). Upon Closing, the Escrow Agent shall release the Lease Agreement and the Management
Agreement and the Lease Agreement and Management Agreement shall be effective as of the Closing Date. If this Agreement is terminated
for any reason prior to Closing, the Escrow Agent shall return the applicable original signatures to the respective signatories
and the Management Agreement and the Lease Agreement shall have no force and effect.


 






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ARTICLE
X

INDEMNIFICATION


 


Section
10.1         General. The provisions set forth in this ARTICLE X shall be the exclusive
basis for the assertion of claims by or imposition of liability on the parties hereto after the Closing arising under or as a
result of this Agreement or any other Document (including any liability for claims for breach of contract, warranty, tortious
conduct (including negligence) or otherwise and whether predicated on common law, statute, strict liability, or otherwise); provided,
however, that nothing herein shall preclude any party hereto from exercising any other right or remedy available to it, her, or
him under Applicable Law or in equity arising in connection with fraud in connection with the transaction contemplated by this
Agreement.


 


Section
10.2         Indemnification by Seller. From and after Closing, Seller shall indemnify,
defend, and hold harmless Buyer and Buyer’s partners, members, managers, officers, directors, employees, agents, representatives,
Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating
to, arising out of or resulting from any of the following:


 


(a)          Any
breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document;


 


(b)          Any
third party claims relating to the ownership, operation or control of the Property during the period beginning on the earlier
of (i) August 31, 2011 or (ii) the date that is three (3) years prior to the Closing Date, and ending upon Closing, except for
obligations, indebtedness or liabilities to the extent of any Adjustment Amount credited to the Buyer;


 


(c)          Any
liabilities (other than liabilities set forth on the schedules to this Agreement) arising out of or resulting from (x) Environmental
Laws relating to the ownership, operation or control of the Property during the period beginning on the earlier of (i) August
31, 2011 or (ii) the date that is three (3) years prior to the Closing Date, and ending upon Closing, and (y) the treatment, storage,
transportation, or disposal of hazardous substances on the Property during the period beginning on the earlier of (i) August 31,
2011 or (ii) the date that is three (3) years prior to the Closing Date, and ending upon Closing; and


 


(d)          Claims
by any other party claiming to have represented Seller as broker or agent in connection with the transactions contemplated by
this Agreement.


 




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Section
10.3         Indemnification by Buyer. From and after Closing, Buyer shall indemnify,
defend and hold harmless Seller and its officers, directors, employees, agents, representatives, partners, members, managers,
Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to any Loss relating
to, arising out of or resulting from any of the following:


 


(a)          Any
breach by Buyer of any of its representations, warranties, covenants or agreements in this Agreement or any other Document;


 


(b)          The
ownership, operation or control of the Property after the Closing, but excluding any obligations, indebtedness or liabilities
to the extent of any Adjustment Amount credited to Seller; and


 


(c)          Claims
by any other party claiming to have represented Buyer as broker or agent in connection with the transactions contemplated by this
Agreement.


 


Section
10.4         Administration of Indemnification. For purposes of administering the
indemnification provisions set forth in Section 10.2 and Section 10.3, the following procedure shall apply:


 


(a)          Whenever
a claim shall arise for indemnification under this ARTICLE X, the party entitled to indemnification (the “Indemnified Party”)
shall give a reasonably prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”)
setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis
upon which the Indemnified Party believes that it is entitled to indemnification hereunder.


 


(b)          In
the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party
shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire
defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party, provided that no settlement
shall be made and no judgment consented to without the prior written consent of the Indemnified Party, which shall not be unreasonably
withheld or delayed. In the case of clause (i), the Indemnifying Party shall pay all costs of defense of both itself and the actual
out-of-pocket costs of the Indemnified Party. If, however, (x) the claim, action, suit or proceeding would, if successful, result
in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (y) representation of both parties
by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying
Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate
with one another in defending against such claim. In the case of clause (x), the Indemnifying Party shall be obligated to bear
only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by
the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party. In the case of clause
(y), the Indemnifying Party shall pay all costs of defense of both itself and the actual out-of-pocket costs of the Indemnified
Party.


 




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(c)          If
the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner
as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party), provided that no settlement
shall be made, and no judgment consented to, without the prior written consent of the Indemnifying Party, which shall not be unreasonably
withheld or delayed. The Indemnified Party shall be entitled to periodic reimbursement from the Indemnifying Party of defense
expenses incurred and prompt indemnification from the Indemnifying Party in accordance with this ARTICLE X.


 


(d)          Failure
or delay by an Indemnified Party to give a reasonably prompt notice of any claim shall not release, waive or otherwise affect
an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate
actual Loss or prejudice as a result of such failure or delay. Notwithstanding anything to the contrary contained herein, the
parties agree that no indemnification right or obligation shall apply to the extent any such Loss or expense is paid to an Indemnified
Party by an insurance company.


 


(e)          The
right to pursue indemnification as set forth in any Section of this ARTICLE X shall survive the Closing hereunder for a period
of fifteen (15) months following the Closing.


 


(f)          Notwithstanding
anything to the contrary in this Agreement, the right to pursue indemnification as set forth in this ARTICLE X shall be actionable
or payable only for individual claims for Losses, if any, where the Loss relating thereto exceeds TWENTY-FIVE THOUSAND DOLLARS
($25,000.00) and if claims, if any, collectively aggregate more than ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00), and in
no event shall either party be liable for any amount in excess of TWO MILLION DOLLARS ($2,000,000.00) in the aggregate; provided,
however, that the foregoing limitation shall not apply in the case of fraud on the part of Buyer, Seller or any of their respective
Affiliates (which shall not be limited in any manner whatsoever). In addition, Buyer agrees to concurrently seek recovery against
Seller, under any insurance policies, the Title Policy and other applicable agreements, and Seller shall not be liable to Buyer
to the extent Buyer’s claim is actually satisfied from any sums recovered from such insurance policies, Title Policy or
other applicable agreements. FINALLY, IN NO EVENT SHALL EITHER PARTY EVER BE LIABLE FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES
OTHER THAN IN THE EVENT OF FRAUD.


 


Section
10.5         Holdback Escrow. In order to secure the indemnities provided by Seller
and other obligations of Seller provided for herein, at Closing, Seller agrees to deposit into escrow with the Title Insurer in
accordance with an indemnity escrow agreement (the “Holdback Escrow Agreement”) entered into by the parties TWO MILLION
DOLLARS ($2,000,000.00) (the “Holdback Escrow Funds”) of the Purchase Price paid to it in an interest bearing account,
which interest is to accrue to the benefit of Seller, for a period of fifteen (15) months from the Closing. The Holdback Escrow
Funds shall be used to satisfy any entitlement of Buyer pursuant to this Agreement. The Holdback Escrow Funds, and any interest
accrued thereon, shall be disbursed to Seller upon the expiration of fifteen (15) months from the Closing unless Buyer has made
a claim for indemnification under this ARTICLE X and such claim is then outstanding.


 




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ARTICLE
XI

DEFAULT AND TERMINATION


 


Section
11.1         Right of Termination. This Agreement may be terminated prior to Closing
as follows:


 


(a)          By
Buyer, in its sole and absolute discretion, at any time during the Due Diligence Period for any reason or for no reason whatsoever;
or


 


(b)          By
written agreement of Seller and Buyer; or


 


(c)          By
Buyer if, as of the Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VIII have been met,
but all conditions in ARTICLE VII have not been met, or as specifically provided for in Section 7.6, Section 11.2(a), Section
12.16 and Section 12.17; provided, however, that nothing contained in this Section 11.1(c) shall limit Buyer’s rights pursuant
to Section 11.2 below in the event that Seller is in default; or


 


(d)          By
Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII, other than Error!
Reference source not found., have been met but all conditions in ARTICLE VIII have not been met or Buyer defaults on its obligation
to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights
pursuant to Section 11.2 below in the event that Buyer is in default; or


 


(e)          By
Seller or Buyer if a court of competent jurisdiction or other governmental agency shall have issued an order, decree, or ruling
(which order, decree, or ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining,
enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or otherwise determining that the consummation
of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable;


 


(f)          By
Buyer if Buyer obtains Knowledge of any matter that causes any material representation or warranty of the Seller contained herein
to be untrue or inaccurate in any material respect; provided, however, that prior to termination (i) Buyer gives written notice
to Seller specifying the material representation or warranty of the Seller contained herein that Buyer alleges to be untrue or
inaccurate in any material respect, and (ii) Buyer gives Seller the opportunity to cure such matter within thirty (30) days after
receipt of the written notice from Buyer;


 


(g)          By
Buyer as provided for in Section 6.2;


 


(h)          In
the event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement
for any reason other than a default by the Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or
effect as of the date of delivery of such written notice of termination, (ii) the Buyer and Seller shall equally share the cancellation
charges, if any, of the Escrow Agent and Title Insurer, (iii) no party shall have any further rights or obligations hereunder
other than pursuant to any provision hereof which expressly survives the termination of this Agreement, and (iv) all Escrowed
Funds shall be released to the party entitled to the same in accordance with Section 2.4 hereof.


 




    	31



    	 



    

  


Section
11.2         Remedies upon Default.


 


(a)          If
Seller defaults on any of Seller’s obligations hereunder, and such default continues for ten (10) days after written notice
thereof specifying such default, Buyer may serve notice in writing to the Seller in the manner provided in this Agreement, and
either:


 


(i)          If
specific performance is unavailable, terminate this Agreement, receive a refund of the Earnest Money Deposit and receive from
Seller reimbursement (not to exceed $75,000) of all actual third-party out-of-pocket expenses incurred by Buyer in pursuing the
transactions contemplated by this Agreement; or


 


(ii)         Waive
any such conditions, title objections or defaults and consummate the transaction contemplated by this Agreement in the same manner
as if there had been no title objections, conditions or defaults without any reduction in the Purchase Price and without any further
claim against the Seller therefor and, if necessary, pursue an action for specific performance.


 


(a)          If
Buyer defaults on its obligation to close this transaction, Seller’s exclusive remedy shall be to terminate this Agreement
and receive (as liquidated damages) the Earnest Money Deposit.


 


Section
11.3         Specific Performance. Seller specifically agrees that Buyer shall be
entitled, in the event of a default by Seller, to enforcement of this Agreement by a decree of specific performance or injunctive
relief requiring Seller to fulfill its obligations under this Agreement. If Buyer pursues an action for specific performance and
prevails, Buyer shall not be entitled to any monetary damages, except as set forth in Section 12.14.


 


Section
11.4         Obligations Upon Termination. Except as otherwise provided herein, if
this Agreement is terminated, each of the parties shall bear its own costs incurred in connection with the transactions contemplated
by this Agreement and other Documents and Buyer shall return to Seller all due diligence materials provided to Buyer by Seller.
Buyer shall also give to Seller copies of any materials relating to the Property which Buyer prepared or caused to be prepared
in connection with the transactions contemplated by this Agreement; provided, however, that Seller shall be obligated to reimburse
Buyer the actual cost incurred by Buyer in obtaining such materials.


 


Section
11.5         Termination Notice. Each notice given by a party to terminate this Agreement
shall specify the Subsection of ARTICLE XI pursuant to which such notice is given. If at the time a party gives a termination
notice, such party is entitled to give such notice pursuant to more than one Subsection of ARTICLE XI, the Subsection pursuant
to which such notice is given and termination is effected shall be deemed to be the section specified in such notice provided
that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified section.


 




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Section
11.6         Sole and Exclusive Remedy. Seller and Buyer each acknowledge and agree
that prior to the Closing, such party’s sole and exclusive remedy with respect to any and all claims made prior to the Closing
for any breach or liability under this Agreement or otherwise relating to the subject matter of this Agreement and the transactions
contemplated hereby shall be solely in accordance with, and limited to, Section 2.4, Section 11.1, Section 11.2 and Section 11.3.
The foregoing shall in no manner limit the rights and obligations of the parties provided in ARTICLE X from and after the Closing.
In addition, in no event shall the provisions of this ARTICLE XI limit the non-prevailing party’s obligation to pay the
prevailing party’s attorneys’ fees and costs pursuant to Section 12.14 hereof.


 


ARTICLE
XII

MISCELLANEOUS


 


Section
12.1         Further Actions. From time to time before, at and after the Closing,
each party will execute and deliver such other documents as reasonably requested by the Buyer, Seller or Escrow Agent to consummate
the transactions contemplated hereby.


 


Section
12.2         Notices. All notices, demands or other communications given hereunder
shall be in writing and shall be sufficiently given if delivered by facsimile (with written confirmation of receipt), by courier
(including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, addressed as follows:


 


If
to Seller, to:


 


ERB
PROPCO SAV LLC


c/o
EvergreenSLP, LLC


P.O.
Box 2107


Brentwood,
TN 37024


Telephone:
(201) 447-7006


Facsimile:


E-mail:
bdowd@evergreenslp.com


 


with
copies to:


 


Donald
A. Hammett, Jr.


Locke
Lord LLP


2200
Ross Avenue, Suite 2200


Dallas,
Texas 75201


Telephone:
214-740-8582


Facsimile:
214-756-8582


E-mail:
dhammett@lockelord.com


 


Marc
D. Lazar


Ropes
& Gray LLP


800
Boylston Street


Boston,
Massachusetts 02199


Telephone:
617-951-7866


 




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Facsimile:
617-235-0714


E-mail:
Marc.Lazar@ropesgray.com


 


John
A. Rogers Jr.


Herrick,
Feinstein LLP


2
Park Avenue


New
York, New York 10016


Telephone:
212-592-6177


Facsimile:
212-545-3359


E-mail:
jrogers@herrick.com


 


If
to Buyer, to:


 


SENTIO
STAV LANDLORD, LLC


Attn:
John Mark Ramsey


Attn:
Scott Larche


189
S. Orange Ave., Suite 1700


Orlando,
Florida 32801


Telephone:
407-999-2426


Facsimile:
407 999-5210


 


and:


 


Michael
A. Okaty, Esq.


Foley
& Lardner LLP


111
N. Orange Avenue, Suite 1800


Orlando,
FL 32801


Telephone:
407-423-7656


Facsimile:
407-648-1743


E-mail:mokaty@foley.com


 


or
such other address as a party may from time to time notify the other parties in writing (as provided above). Any such notice,
demand or communication shall be deemed to have been given (i) if so sent by facsimile, upon receipt as evidenced by the sender’s
written confirmation of receipt, (ii) if so mailed, as of the date delivered, and (iii) if so delivered by courier, on the date
received.


 


Section
12.3      Entire Agreement. This Agreement and the other Documents (excluding, however, for purposes
of this Section 12.3 the Lease, the Management Agreement and any exhibit thereto) constitute the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede any prior negotiations, agreements, understandings,
or arrangements between the parties hereto with respect to the subject matter hereof.


 




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Section
12.4      Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure
to the benefit of, and be binding upon, the parties hereto and their respective successors or permitted assigns. Except to the
extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto
and any Indemnified Party and their respective successors or permitted assigns, any rights, remedies, obligations, or liabilities
under or by reason of this Agreement.


 


Section
12.5      Assignment. This Agreement may not be assigned by any party prior to Closing without the
written consent of the Buyer and Seller, which consent may be given or withheld in each such party’s sole and absolute discretion,
except that Buyer may assign this Agreement and its rights hereunder without the consent of Seller (i) to an Affiliate of Buyer,
(ii) to a partnership in which Buyer or any Affiliate of Buyer is a general partner, (iii) a limited liability company in which
Buyer or any Affiliate of Buyer is a manager or managing member or (iv) any other lawful entity entitled to do business in the
state in which the Property is located provided such entity is controlled by, controlling or under the common control with Buyer
or any Affiliate of Buyer (each, a “Permitted Buyer-Assignee”). In the event of such an assignment to a Permitted
Buyer-Assignee, (y) a creditworthy Affiliate of Buyer (that is named by Buyer at the time of such assignment and that is reasonably
acceptable to Seller) shall become liable for all of Buyer’s duties, covenants, obligations, representations, and warranties
under this Agreement, and (z) Buyer shall not be released from any of its duties, covenants, obligations or representations and
warranties under this Agreement. From and after any such assignment to a Permitted Buyer-Assignee, Buyer, such Permitted Buyer-Assignee,
and such creditworthy Affiliate of Buyer shall be jointly and severally liable under this Agreement, and the term “Buyer”
shall be deemed to mean such Permitted Buyer-Assignee under any such assignment.


 


Section
12.6      Governing Law. This Agreement shall in all respects be governed by and construed in accordance
with the laws of the state in which the Real Property is located without regard to its principles of conflicts of laws. Venue
for any dispute shall be in Arapahoe County, Colorado.


 


Section
12.7      Amendments and Waivers. No term or provision of this Agreement may be amended, waived,
discharged, or terminated orally, except by an instrument in writing signed by: (i) Buyer and Seller with respect to any provision
contained herein; and (ii) Buyer, Seller, and Escrow Agent with respect to Section 2.6 hereof. Any waiver shall be effective only
in accordance with its express terms and conditions.


 


Section
12.8      Joint and Several. If there is more than one Seller hereunder, Seller shall be jointly
and severally liable with the other Seller for performing all obligations of Seller under this Agreement.


 


Section
12.9      Severability. Any provision of this Agreement which is unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions
hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by Applicable Law, the parties hereto hereby waive any provision of Applicable Law now or
hereafter in effect which renders any provision hereof unenforceable in any respect.


 




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Section
12.10      Non-Controlled Affiliates. Notwithstanding anything to the contrary provided elsewhere
in this Agreement, none of the provisions of this Agreement shall in any way limit the activities of Affiliates of Buyer that
are not under Buyer’s control (“Non-controlled Affiliates”), including, without limitation, Sentinel RE Investment
Holdings LP (“Sentinel”) or any other Affiliates of Sentinel, KKR & Co., L.P. or KKR Financial Holdings, LLC,
or the respective directors, officers, employees, equity-holders, managers, members, general or limited partners, advisors, agents
or other representatives of such Non-controlled Affiliates. For purposes of this Section 12.10, “control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or
enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise.


 


Section
12.11      Counterparts. This Agreement may be executed and accepted in one or more counterparts
for the convenience of the parties, each of which will be deemed an original and all of which, taken together, shall constitute
one and the same instrument. Delivery of a counterpart hereof via facsimile transmission or by electronic mail transmission shall
be as effective as delivery of a manually executed counterpart hereof.


 


Section
12.12      References; Headings. All references in this Agreement to Articles and Sections are to
Articles and Sections contained in this Agreement unless a different document is expressly specified. The captions in this Agreement
are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.


 


Section
12.13      Schedules and Exhibits. Each Schedule and Exhibit referred to in this Agreement shall
be deemed to be attached hereto and incorporated by reference even though it may be maintained separately from this Agreement
or completed after the Effective Date so long as it is acknowledged as a Schedule or an Exhibit to this Agreement by the parties
hereto as of Closing. Any item disclosed hereunder (including in the Schedules and Exhibits hereto) shall be deemed disclosed
for all purposes hereof irrespective of the specific representation or warranty to which it is explicitly referenced. The Schedules
and Exhibits not attached hereto as of the Effective Date will be prepared and mutually agreed to by the parties within seven
(7) Business Days of the Effective Date. The parties agree to cooperate and act in good faith during the preparation of such documents.


 


Section
12.14      Attorneys’ Fees. In the event either party brings an action to enforce or interpret
any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery,
be entitled to its reasonable attorneys’ fees and expenses arising from such action and any appeal or any bankruptcy action
related thereto, whether or not such matter proceeds to trial. For purposes of this Section 12.14, “prevailing party”
shall mean, in the case of a person or entity asserting a claim, such person or entity is successful in obtaining substantially
all of the relief sought, and in the case of a person or entity defending against or responding to a claim, such person or entity
is successful in denying substantially all of the relief sought.


 


Section
12.15      Section 1031 Exchange/Tax Planning. If requested by either Buyer or Seller, the other
party shall cooperate in permitting the other to accomplish an exchange under Section 1031 of the Code; provided, however, that
such exchange shall not modify any underlying financial or other material terms of this Agreement, shall not delay the Closing,
shall not relieve Buyer or Seller of any liability for their respective obligations hereunder, and shall not result in any other
party incurring any greater cost or expense than it otherwise would if any such exchange had not been elected. The party requesting
such exchange shall reimburse the other party for all costs incurred by such other party as a result of the modification of this
Agreement.


 




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Section
12.16      Casualty. The risk of any loss or damage to the Property by fire or other casualty before
the Closing shall continue to be borne by Seller. Seller shall promptly give Buyer written notice of any fire or other casualty
(in any event within five (5) days after Seller first has Knowledge of the occurrence of same), which notice shall include a description
thereof in reasonable detail and an estimate of the cost of time to repair. If (i) any portion of the Property is damaged by fire
or casualty after the Effective Date and is not repaired and restored substantially to its original condition prior to Closing,
or (ii) at the time of Closing the estimated cost of repairs as to the Property is TWO HUNDRED THOUSAND U.S. DOLLARS ($200,000.00)
or less, as determined by an independent adjuster selected by Seller, Buyer shall be required to purchase the Property in accordance
with this Agreement, and Buyer shall, at Buyer’s option, either: (x) receive a credit at Closing of the estimated cost or
repairs to the Property, as determined by the aforesaid independent adjuster; or (y) receive from Seller at Closing (I) an assignment,
without representation or warranty by or recourse against Seller, of all insurance claims and proceeds with respect thereto, plus
(II) an amount equal to Seller’s insurance deductible. If the estimated cost of repairing such damage to the Property is
more than TWO HUNDRED THOUSAND U.S. DOLLARS ($200,000.00), as determined by such independent adjuster, Buyer may, at its sole
option: (x) terminate this Agreement by notice to Seller on or before the earlier of the Closing or the tenth (10th) day after
receipt of such notice described above, in which event no party shall have any further liability to the party under this Agreement;
or (y) proceed to Closing as provided in this Section 12.16. In no event shall the amount of insurance proceeds assigned to Buyer
under this subparagraph (plus the amount of the deductible) exceed the lesser of (i) the cost of repair or (ii) the Purchase Price.
The parties’ obligations, if any, under this Section 12.16 shall survive the expiration or any termination of this Agreement.


 


Section
12.17      Condemnation. The risk of any loss or damage to the Property by condemnation before the
Closing shall continue to be borne by Seller. In the event any condemnation proceeding is commenced or threatened, Seller shall
promptly give Buyer written notice thereof (in any event within five (5) days after Seller first has Knowledge of the occurrence
of same), together with such reasonable details with respect thereto as to which Seller may have Knowledge. If, prior to Closing,
there is a material taking by eminent domain at the Property, this Agreement shall become null and void at Buyer’s option,
and upon receipt by Seller of the written notice of an election by Buyer to treat this Agreement as null and void, this Agreement
shall be deemed null and void. If Buyer elects to proceed and to consummate the purchase despite said material taking, or if there
is less than a material taking prior to Closing, there shall be no reduction in or abatement of the Purchase Price and Buyer shall
be required to purchase the Property in accordance with the terms of this Agreement, and Seller shall assign to Buyer, without
representation of warranty by or recourse against Seller, all of Seller’s right, title and interest in and to any award
made or to be made in the condemnation proceeding (in which event Buyer shall have the right to participate in the adjustment
and settlement of any insurance claim relating to said damage). For the purpose of this Section 12.17, the term “material”
shall mean any taking of in excess of five percent (5%) of the square footage of the Property or ten percent (10%) of the Real
Property associated with the Property. The parties’ obligations, if any, under this Section 12.17 shall survive the expiration
or any termination of this Agreement.


 




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Section
12.18      Limited Liability. No past, present, or future member, partner, shareholder, director,
officer of employee of any party to this Agreement shall have any liability or obligation of any nature whatsoever in connection
with or under this Agreement or Document contemplated hereby in connection with the transactions contemplated by this Agreement
or any such other agreement.


 


Section
12.19      Survival of Defined Terms. Where this Agreement provides that a term or provision shall
survive the Closing or the expiration or earlier termination of this Agreement, any defined terms contained in ARTICLE I that
are used in such surviving term or provision shall also survive.


 


Section
12.20      No Third-Party Beneficiary. The provisions of this Agreement and of the documents to
be executed and delivered at Closing are, and will be, for the benefit of the Buyer, Seller, and Escrow Agent only and are not
for the benefit of any third party; and, accordingly, no third party shall have the right to enforce the provisions of this Agreement
or of the documents to be executed and delivered at Closing.


 


Section
12.21      WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER
EXIST WITH REGARD TO THIS AGREEMENT, OR ANY OTHER DOCUMENT RELATED TO THIS AGREEMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION
ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS
INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.
ANY PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH
PARTY HERETO.


 


(The
remainder of this page is intentionally left blank.)


 




    	38



    	 



    




 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the Effective Date.


 


	 	BUYER:
	 	 	 
	 	SENTIO STAV LANDLORD, LLC
	 	 	 
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ John Mark Ramsey 
	 	Name: John Mark Ramsey
	 	Title:  Authorized Signatory
	 	 	 
	 	SELLER:
	 	 	 
	 	ERB PROPCO SAV, LLC, a Delaware limited
	 	liability company
	 	 	 
	 	By:	ERB PROPCO HOLDCO I LLC
	 	Its:	Sole Member
	 	 	 
	 	By:	ERB SENIOR LIVING, L.L.C.
	 	Its:	Sole Member
	 	 	 
	 	By:	EVERGREENSLP, LLC
	 	Its:	Manager
	 	 	 
	 	By:	/s/ Brian E. Dowd 
	 	Name: Brian E. Dowd
	 	Title:   Chief Financial Officer
	 	 	 
	 	ESCROW AGENT:
	 	 	 
	 	STEWART TITLE GUARANTY COMPANY
	 	 	 
	 	By:	
	 	 	 
	 	Name:	 
	 	 	 	 
	 	Title:	  


 




    	39



    	 



    

  


SCHEDULE
2.1(b)


 


Personal
Property


 




    	40



    	 



    

  





 


	Floor: Various	ST. ANDREWS VILLAGE	Date:
    5/13/14





	Area: Various	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	135	 	Wall Art Pieces	 	AL Hallways
	310	 	Wall Art Pieces	 	IL Hallways
	72	 	Wall Art Pieces	 	HC Hallways
	 	 	 	 	 
	58	 	Electric Beds	 	HC Resident Rooms
	58	 	Credenzas	 	HC Resident Rooms
	58	 	Nightstands	 	HC Resident Rooms
	58	 	Bedside Tables	 	HC Resident Rooms
	15	 	3-Drawer Dressers	 	HC Resident Rooms
	11	 	32” Televisions	 	HC Resident Rooms
	18	 	28” Televisions	 	HC Resident Rooms
	30	 	TV Cabinets with 3-Drawers	 	HC Resident Rooms
	 	 	 	 	 
	60	 	Apt. Size Refrigerators	 	AL Resident Rooms
	32	 	Microwaves	 	AL Resident Rooms
	 	 	 	 	 
	1	 	2011 Ford Bus	 	1FDXE4FSXBDB21383
	1	 	2010 Cadillac DTS	 	1G6KA5EY5AU128748
	1	 	2013 Ford Bus	 	1FDWE3FL8CDB13170
	 	 	 	 	 
	3	 	End Tables	 	Model Apartments
	6	 	Fabric Occasional Chairs	 	Model Apartments
	21	 	Wall Art Pieces	 	Model Apartments
	2	 	Desks	 	Model Apartments
	1	 	Ottoman	 	Model Apartments
	3	 	Kitchen tables	 	Model Apartments
	12	 	Kitchen Chairs	 	Model Apartments
	2	 	Barstools	 	Model Apartments
	1	 	Area Rug	 	Model Apartments
	1	 	Floor Clock	 	Model Apartments
	4	 	Nightstands	 	Model Apartments
	5	 	Queen Size Beds	 	Model Apartments


 




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	Floor: Various	ST. ANDREWS VILLAGE	Date: 5/13/14





	Area: Various	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Daybed	 	Model Apartments
	2	 	Dressers	 	Model Apartments
	3	 	Loveseats	 	Model Apartments
	11	 	Lamps	 	Model Apartments
	3	 	Credenzas	 	Model Apartments
	2	 	Armoires	 	Model Apartments
	3	 	Curio Cabinets	 	Model Apartments


 




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	Floor:
    1st	ST.
    ANDREWS VILLAGE	Date:
    5/13/14
	Area: H.0	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Credenza	 	H.C. l' Floor East Nurses
    Station
	1	 	Desk	 	H.C. lst Floor
    East Nurses Station
	1	 	Office Chair	 	H.C. l't Floor
    East Nurses Station
	1	 	Computer	 	H.C. 151 Floor
    East Nurses Station
	1	 	Telephone	 	H.C. 1st Floor
    East Nurses Station
	2	 	Sitting Chairs	 	H.C. 15t Floor
    East Nurses Station
	1	 	Magazine Table	 	H.C. 15t Floor
    East Nurses Station
	1	 	Bulletin Board	 	H.C. 1' Floor East Nurses
    Station
	1	 	Decorative Art Piece	 	H.C. l' Floor East Nurses
    Station
	1	 	Clock	 	H.C. ls' Floor
    East Nurses Station
	1	 	Lamp	 	H.C. l' Floor East Nurses
    Station


 




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	Floor:
    2nd	ST.
    ANDREWS VILLAGE	Date:
    5/13/14
	Area: Lounge	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Kawai Piano and Bench	 	Lounge / Activity Room
	2	 	Green Armoire	 	Lounge / Activity Room
	1	 	8" Plastic Table	 	Lounge / Activity Room
	1	 	4" Plastic Table	 	Lounge / Activity Room
	4	 	4" Dark Wood Table (Round)	 	Lounge / Activity Room
	11	 	Gold and Green High Back Chairs	 	Lounge / Activity Room
	2	 	Brown Leather Chairs	 	Lounge / Activity Room
	5	 	Scoop Style Chair	 	Lounge / Activity Room
	1	 	5" Green Wood Bench	 	Lounge / Activity Room
	1	 	4" Floor Vace	 	Lounge / Activity Room


 




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	Floor:
    2nd	ST.
    ANDREWS VILLAGE	Date:
    5/15/14
	Area: H.C.	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	60" Wooden Desk	 	S.N.F. Marketing
	1	 	Desk Chair	 	S.N.F. Marketing
	1	 	2x4 Wooden Shelf	 	S.N.F. Marketing
	2	 	Wooden Chairs	 	S.N.F. Marketing
	1	 	Mini Refrigerator	 	S.N.F. Marketing
	 	 	Computer / Monitor	 	S.N.F. Marketing
	 	 	 	 	 
	1	 	4" Plastic Folding Table	 	MDS Office
	1	 	5"PVC Shelf	 	MDS Office
	1	 	Armoire (Similar to nurses station)	 	MDS Office
	1	 	Bookshelf	 	MDS Office
	1	 	60" Wooden Desk	 	MDS Office
	1	 	Desk Chair	 	MDS Office
	1	 	Computer / Monitor	 	MDS Office
	1	 	Bed Stand — 20 drawers	 	MDS Office


 




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	Floor:
    1st	ST.
    ANDREWS VILLAGE	Date:
    5/13/14
	Area: H.0	F F & E INVENTORY	 


  


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Hutch	 	A.L. 15t Floor Media Room
	6	 	High back Green Chairs	 	A.L. 1st Floor Media Room
	4	 	Scoop Green Chairs	 	A.L. 1st Floor Media Room
	2	 	4" Wood Puzzle Tables	 	Al. 1St Floor Media Room
	2	 	Black Book Cases	 	A.L. 1st Floor Media Room
	2	 	Floor Lamps	 	A.L. l' Floor Media Room
	1	 	26" Visio Television	 	A.L. 1st Floor Media Room
	1	 	60" Television (Visio)	 	A.L. 1st Floor Media Room
	1	 	Half Moon Wall Table	 	A.L. 1st Floor Media Room
	1	 	Gold and Green Chair	 	A.L. lst Floor Media Room
	1	 	Small Oval Coffee Table	 	A.L. 1st Floor Media Room
	1	 	Baldwin Organ	 	Al. 1st Floor Media Room
	1	 	Popcorn Popper	 	A.L. 1st Floor Media Room
	1	 	Audio Sound	 	A.L. 1st Floor Media Room
	1	 	18 x 48 Table	 	Al. 15t Floor Media Room


 




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	Floor:  3nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: LL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	Washers	 	I.L. 3rd Fl Laundry Room
	1	 	Dryer	 	I.L. 3rd Fl Laundry Room
	2	 	Sitting Chairs	 	I.L. 3rd Fl Laundry Room
	1	 	Utility Sink	 	I.L. 3rd Fl Laundry Room
	1	 	Magazine Table	 	I.L. 3rd Fl Laundry Room
	1	 	Recycling Can	 	I.L. 3rd Fl Laundry Room
	1	 	Ironing Board	 	I.L. 3rd Fl Laundry Room


 




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	Floor: 2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: H.C.	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	4	 	Metal Filing Cabinets	 	H.C. 2nd Floor West Medical Room
	4	 	Copy Machines	 	H.C. 2nd Floor West Medical Room
	4	 	Paper Shredders	 	H.C. 2nd Floor West Medical Room
	4	 	Small Fridge	 	H.C. 2nd Floor West Medical Room
	4	 	Medium Carts	 	H.C. 2nd Floor West Medical Room
	4	 	Bulletin Board	 	H.C. 2nd Floor West Medical Room
	4	 	Sets of cabinets	 	H.C. 3rd Floor West Medical Room
	4	 	Coat Racks	 	H.C. 2nd Floor West Medical Room
	4	 	Medical Records Cart	 	H.C. 3rd Floor West Medical Room


 




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	Floor:  Ground	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area: Underground Garage	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Polaris ATV w/ 48” Snow Plow VIN # 4XARH50A8DE780898	 	Underground Garage
	1	 	Yardman 22” Snow Blower	 	Underground Garage
	1	 	Pressure Washer	 	Underground Garage
	6	 	Carpet Blowers	 	Underground Garage
	1	 	Compressor 26 gal 150psi	 	Underground Garage
	2	 	Commercial Fertilizer Spreaders	 	Underground Garage
	1	 	48” Blade Attachment	 	Underground Garage
	1	 	Yellow Step Ladder 6”	 	Underground Garage
	1	 	Heavy Duty Flat Cart	 	Underground Garage
	1	 	18” Step Ladder	 	Underground Garage


 




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	Floor:  Ground	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area: Telecommunications	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Marik Network 4410 DVR for security	 	Telecommunications Room
	1	 	13" TV	 	Telecommunications Room
	1	 	Computer & Monitor	 	Telecommunications Room
	1	 	Wooden 3" Desk	 	Telecommunications Room
	1	 	Lasko Circulating Blower	 	Telecommunications Room


 




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	Floor: 2nd	ST.
    ANDREWS VILLAGE	Date: 5/10/14
	Area: Courtyard	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	20	 	Metal Patio Chairs	 	Courtyard
	8	 	Metal rust colored patio chairs	 	Courtyard
	3	 	24" Round metal patio tables	 	Courtyard
	4	 	Umbrella	 	Courtyard
	4	 	Metal chairs	 	Courtyard
	6	 	6" Metal patio benches	 	Courtyard
	2	 	Metal patio chairs with pads	 	Courtyard
	4	 	4" Patio Tables	 	Courtyard
	1	 	Stone coffee tables	 	Courtyard
	1	 	9" curved patio couch	 	Courtyard
	1	 	 	 	 


 




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	Floor: 1st	ST.
    ANDREWS VILLAGE	Date: 5/10/14
	Area: A.L.	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Round wooden table	 	A.L. Marketing Office
	4	 	Skirted Chairs	 	A.L. Marketing Office
	1	 	3 Drawer **	 	A.L. Marketing Office
	1	 	Computer/ Monitor	 	A.L. Marketing Office
	1	 	Desk 60" Wood	 	A.L. Marketing Office
	1	 	Mini Fridge	 	A.L. Marketing Office
	1	 	Desk Chair	 	A.L. Marketing Office
	1	 	Book Case	 	A.L. Marketing Office
	1	 	Table	 	A.L. Marketing Office
	 	 	 	 	 
	 	 	 	 	 
	3	 	Metal Patio Benches	 	A.L. Courtyard
	2	 	Round Patio Tables	 	A.L. Courtyard
	1	 	Square Patio Table	 	Al. Courtyard
	3	 	Umbrellas	 	A.L. Courtyard
	2	 	Rocker patio chairs	 	A.L. Courtyard
	4	 	Padded patio chairs	 	A.L. Courtyard
	4	 	Cove Benches	 	A.L. Courtyard
	 	 	 	 	 
	 	 	 	 	 
	2	 	Microwaves	 	Laundry Room 2" Floor
	2	 	G.E. Washers	 	Laundry Room 2" Floor
	2	 	G.E. Dryers	 	Laundry Room 2nd Floor
	1	 	High Back Chaira	 	Laundry Room 21' Floor
	1	 	2 Drawer File Cabinet	 	Laundry Room 2" Floor


 




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	Floor: 2nd	ST.
    ANDREWS VILLAGE	Date: 5/10/14
	Area: Conference Room	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	4	 	48x48 Pine Tables	 	Stand Up Room
	12	 	Pine padded Chairs	 	Stand Up Room
	1 	 	Server Hutch	 	Stand Up Room


 




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	Floor: 1st	ST.
    ANDREWS VILLAGE	Date: 5/10/14
	Area: Fitness Area	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	TRUE Treadmills	 	Exercise Room
	1	 	Health 0 Meter Scale	 	Exercise Room
	1	 	CR 53r Elliptical	 	Exercise Room
	1	 	Swhinn Exercise Bike	 	Exercise Room


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/10/14
	Area: A.L.	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Mail Slot	 	Al. Lobby
	1	 	Copier Xerox 5745	 	A.L. Lobby
	1	 	Reception Desk	 	A.L. Lobby
	I	 	Microwave	 	Al. Lobby
	1	 	Luggage Cart	 	A.L. Lobby
	1	 	Dark Gold Couch	 	A.L. Lobby
	4	 	Upholstered Chairs	 	A.L. Lobby
	2	 	End Tables	 	A.L. Lobby
	1	 	Round Coffee Table	 	Al. Lobby
	4	 	Plush Chairs	 	Al. Lobby
	1	 	Round Coffee Tables 48"	 	Al. Lobby
	1	 	Round Glass Coffee Table	 	Al. Lobby
	1	 	Beverage Hutch	 	A.L. Lobby
	1	 	4" Round Table	 	A.L. Lobby
	1	 	Puzzle Table (Round Wood)	 	A.L. Lobby
	 	 	 	 	 
	1	 	Oak Desk	 	Nevada's Office
	1	 	Computer	 	Nevada's Office
	2	 	Wood padded chairs	 	Nevada's Office
	1	 	5 drawer file cabinet	 	Nevada's Office
	1	 	Cart with wheels	 	Nevada's Office
	 	 	 	 	 
	2	 	White Swivel Chairs	 	Lobby Outside Nevada's Office
	1	 	Green Sofa	 	Lobby Outside Nevada's Office
	1	 	Coffee Table	 	Lobby Outside Nevada's Office
	2	 	End Tables	 	Lobby Outside Nevada's Office
	2	 	Cove Benches	 	Lobby Outside Nevada's Office
	 	 	Clear Scale	 	Lobby Outside Nevada's Office


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area: I.L. Community Room	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	8" Storage Cabinet	 	Community Room
	1	 	4 Drawer File Cabinet	 	Community Room
	1	 	Small 2" Oval Wood Table	 	Community Room
	64	 	Burgundy Arm Chairs	 	Community Room
	6	 	48x48 Brown Pedestal Chairs	 	Community Room
	25	 	Folding Chairs & Cart	 	Community Room
	1	 	2x6 Wall Table	 	Community Room
	2	 	Stripped Padded Arm Chairs	 	Community Room
	1	 	Tall Bar Stool	 	Community Room
	1	 	2X4 Iron Rack	 	Community Room
	1	 	Casio LK 45 Electric Organ& Bench	 	Community Room
	1	 	3X3 Side Table	 	Community Room
	1	 	Wood Podium	 	Community Room
	3	 	3" Floor Vases	 	Community Room
	 	 	 	 	 
	 	 	 	 	 
	1	 	Crown 180ma xm satellite Radio	 	Electronics
	1	 	RCA Boom Box	 	Electronics
	1	 	Pro fx 12 Mixing Brand Amplifier	 	Electronics
	1	 	GTD Audio G622	 	Electronics
	1	 	8" Projector Screen	 	Electronics
	3	 	Audio tuner 3 wireless	 	Electronics
	 	 	 	 	Electronics
	1	 	Fire Place Fixture	 	Electronics
	I	 	3x5 Wood Book Case	 	Electronics
	 	 	Folding Card Table	 	Electronics
	1	 	8" Folding Table	 	Electronics


 




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	Floor:  Basement	ST. ANDREWS VILLAGE	Date: 5/10/14
	Area: Laundry Room	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	Dirty Laundry Carts	 	Laundry
	5	 	PVC 6" Linen Carts	 	Laundry
	1	 	PVC 5" Linen Cart	 	Laundry
	2	 	6" Wine Shelf	 	Laundry
	5	 	8" Plastic Tables	 	Laundry
	1	 	Continental Girban Iron	 	Laundry
	2	 	Continental CG 75-85 Commercial Dryer	 	Laundry
	1	 	Continental CG 55-65 Commercial Dryer	 	Laundry
	2	 	Continental 551b Washer	 	Laundry
	I	 	Continental 351b Washer	 	Laundry


 




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	Floor:	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area: Link	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Oak Book Shelf	 	Physical Therapy
	1	 	Computer & Monitor	 	Physical Therapy
	4	 	2 drawer file cabinet	 	Physical Therapy
	1	 	Chattanooga
        Hydro

        Collator/Heat
        Pack System
	 	Physical Therapy
	8	 	Brown wood Chairs	 	Physical Therapy
	1	 	3 Drawer file cabinet	 	Physical Therapy
	1	 	4" Roll Top Desk	 	Physical Therapy
	1	 	Chattanooga Intellect Legend St airmast er	 	Physical Therapy
	1	 	Inspire CS2 Cardio Strider	 	Physical Therapy
	2	 	NU-Step TRS-4000	 	Physical Therapy
	1	 	Rebok Step Climber	 	Physical Therapy
	2	 	Over Bed Tables	 	Physical Therapy
	 	 	HP Office Jet Pro Server 8600 Plus	 	Physical Therapy
	1	 	Fellows PS4C Shredder	 	Physical Therapy
	1	 	8x8 Padded Table	 	Physical Therapy
	1	 	Parallel Bar	 	Physical Therapy
	1	 	Floor Bicycle Pedal Machine	 	Physical Therapy
	1	 	Full Size Refrigerator	 	Physical Therapy
	 	 	GE Stove (Full Size)	 	Physical Therapy
	 	 	Standing Machine	 	Physical Therapy


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/11/14
	Area: Marketing	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Dresser	 	Marketing Office and Conference Room
	1	 	Dresser (Basket Drawers)	 	Marketing Office and Conference Room
	1	 	HP Office Jet Pro 8500A	 	Marketing Office and Conference Room
	3	 	3 drawer File Cabinet	 	Marketing Office and Conference Room
	1	 	ThinkPad Computer	 	Marketing Office and Conference Room
	1	 	Glass Desk — 3x1	 	Marketing Office and Conference Room
	1	 	Black Leather Rolling Chair W/ Arms	 	Marketing Office and Conference Room
	 	 	 	 	 
	1	 	5 Shelve Book Shelf	 	Marketing Director's Office
	1	 	Regular Black Leather Chair	 	Marketing Director's Office
	2	 	Office Waiting Chairs w/ Arms	 	Marketing Director's Office
	1	 	Round Coffee Table	 	Marketing Director's Office
	1	 	White Board	 	Marketing Director's Office
	I	 	Oak Cabinet (2 Glass Doors)	 	Marketing Director's Office
	 	 	 	 	 
	1	 	Dark Wooden Conference Table	 	Marketing Conference Room
	6	 	Brown Armless Chairs	 	Marketing Conference Room
	1	 	5 Shelves Glass Case	 	Marketing Conference Room
	1	 	Credenza	 	Marketing Conference Room
	1	 	Oak Table w/ Two Drawers	 	Marketing Conference Room
	 	 	 	 	 
	I	 	Oak Cabinet with Glass Doors	 	Link
	1	 	Wall Clock	 	Link
	4	 	Tan Leather Chairs w/ Arms	 	Link
	1	 	Futon	 	Link
	1	 	Lamp	 	Link
	1	 	Stripe Vase	 	Link
	1	 	Credenza	 	Link


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/11/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	 	 	Safe	 	IL
	1	 	Oak Desk	 	IL
	1	 	Monitor	 	IL
	1	 	Laptop — Think Pad	 	IL
	1	 	Pair of Speakers	 	IL


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/11/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Dark wood w/leaf Conference Table	 	Business Office Conference Room
	6	 	Wooden Chairs	 	Business Office Conference Room
	1	 	Wood Cabinet	 	Business Office Conference Room
	1	 	Metal Book Rack w/ 4 shelves	 	Business Office Conference Room
	1	 	Xerox Machine	 	Business Office Kitchen
	3	 	File Cabinet (Letter Size)	 	Business Office Kitchen
	1	 	Round Glass Table	 	Business Office Kitchen
	4	 	Metal Back Chairs	 	Business Office Kitchen
	1	 	Refrigerator	 	Business Office Kitchen
	1	 	Microwave	 	Business Office Kitchen
	1	 	Dishwasher	 	Business Office Kitchen
	1	 	Kitchen Cabinets	 	Business Office Kitchen
	1	 	Floor Cabinet (Closet)	 	Business Office Kitchen
	1	 	Light Oak Book Shelf	 	AP Office
	1	 	Oak Cabinet	 	AP Office
	1	 	Cherry Drawer Cabinet	 	AP Office
	1	 	HP Laserjet P2055	 	AP Office
	1	 	Computer Tower	 	AP Office
	1	 	Cherry File Cabinet	 	AP Office
	1	 	4x2 Oak Desk	 	AP Office
	2	 	Letter File Cabinets	 	AP Office
	1	 	Basket Drawer Dresser	 	AP Office
	2	 	Dark Leather Chair w/arms	 	John's Office
	 	 	Computer Monitor	 	John's Office
	1	 	5 drawer Dresser	 	John's Office


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/11/14
	Area: I.L.	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Wall Key Holder	 	Concierge
	4	 	Waiting Room Chairs	 	Concierge
	1	 	Coffee Table	 	Concierge
	1	 	White Lamp with Shade	 	Concierge
	4	 	Waiting Room Chairs with Cushion	 	Concierge
	2	 	Cabinets w/ open drawers	 	Concierge
	1	 	Fire Place	 	Concierge
	1	 	Coffee Table (2 Levels of Glass)	 	Concierge
	1	 	Wicker Basket	 	Chapel
	1	 	Statue	 	Chapel
	 	 	Wooden Cathedral Statue	 	Chapel
	1	 	Cross	 	Chapel
	4	 	Open Back Chairs	 	Chapel
	2	 	Dark Brown Leather Chairs	 	Chapel
	2	 	Floor Lamps	 	Chapel
	1	 	Podium	 	Chapel
	1	 	Wood Table with Crossed Lets	 	Chapel
	1	 	Wall Shelf	 	Chapel
	1	 	Book Shelf	 	Chapel
	8	 	Church Statues	 	Chapel
	1	 	Organ and Bench	 	Chapel
	 	 	DVD Player	 	Chapel
	1	 	Epson Projector	 	Chapel
	1	 	Suggestion Box	 	Chapel
	1	 	Projector Screen (On the wall)	 	Chapel


 




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	Floor: 1st	ST.
    ANDREWS VILLAGE	Date: 5/11/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	Dark Brown Leather Chairs w/ alms	 	Business Office
	1	 	Tan Vertical File Cabinet	 	Business Office
	1	 	Office Chair — Dark Brown no Arms	 	Business Office
	1	 	1 Oak Desk 6x3x3 extension	 	Business Office
	1	 	Think Pad	 	Business Office
	1	 	Acer Monitor	 	Business Office
	1	 	Xerox Machine	 	Business Office
	 	 	 	 	 
	2	 	Dark Brown Armless Waiting Room Chairs	 	AIR
	1	 	Light Tan Waiting Room Chair	 	A/R
	 	 	Gray Office Chair w/ Arms	 	A/R
	1	 	Light Oak Desk	 	A/R
	1	 	2 Drawer File Cabinet	 	AIR
	1	 	Computer Tower	 	A/R
	1	 	Computer Monitor	 	A/R
	1	 	Dresser (5 Drawers)	 	AIR
	1	 	Cherry Wood Desk 4x2x4 Extension	 	AIR
	1	 	Tan Office Chair	 	A/R
	1	 	Paper Towel Dispenser	 	A/R
	2	 	Office Chairs Tan Cushion (Pattern Backs and Arms)	 	A/R


 




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	Floor: 1st	ST.
    ANDREWS VILLAGE	Date: 5/11/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	 	 	Set of 14 Lockers	 	Employee Locker Rooms
	1	 	4 Lockers	 	Employee Locker Rooms
	1	 	10 Lockers	 	Employee Locker Rooms
	1	 	Paper Towel Dispenser	 	Employee Locker Rooms
	 	 	 	 	 
	1	 	Xerox Machine 7545	 	Concierge Book Room
	1	 	Shelving Unit	 	Concierge Book Room
	1	 	Rolling Coat Rack	 	Concierge Book Room
	1	 	Postage Meter	 	Concierge Book Room
	1	 	Oak Drawer	 	Concierge Book Room
	1	 	2 Level Book Shelf	 	Concierge Book Room
	1	 	Dark Brown Leather Office Chair	 	Concierge Book Room
	4	 	Walkie Talkies	 	Concierge Book Room
	1	 	2 Drawer Dresser	 	Concierge Book Room
	1	 	Computer Tower	 	Concierge Book Room
	2	 	Computer Screens (One for Security)	 	Concierge Book Room


 




    	64



    	 



    

 


	Floor: C	ST.
    ANDREWS VILLAGE	Date: 5/10/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	16	 	4 Tops	 	IL Dining Room
	8	 	2 Tops	 	IL Dining Room
	6	 	Round Tables	 	IL Dining Room
	125	 	Chairs	 	IL Dining Room
	1	 	Large Mirror	 	IL Dining Room
	1	 	Private Dining Table	 	IL Dining Room
	7	 	Private Dining Chairs	 	IL Dining Room
	3	 	Hutches	 	IL Dining Room
	7	 	Decorative Photos	 	IL Dining Room
	1	 	Grand Piano	 	IL Dining Room
	1	 	Pool Table	 	IL Dining Room
	1	 	Lamp	 	IL Dining Room
	4	 	Pool Chairs	 	IL Dining Room
	 	 	 	 	 
	9	 	4 Tops	 	Bistro
	37	 	Camel Back Chains	 	Bistro
	1	 	Round Top Table (Glass)	 	Bistro
	9	 	Decorative Photos	 	Bistro
	1	 	Samsung 50" Television	 	Bistro
	4	 	Bar Stools	 	Bistro
	6	 	End Tables	 	Bistro
	2	 	Brown Sitting Chairs	 	Bistro
	 	 	 	 	 
	4	 	Printed Chairs	 	Fire Side Room
	1	 	White Couch	 	Fire Side Room
	1	 	4x4 Coffee Table	 	Fire Side Room
	I	 	Behind Couch Table	 	Fire Side Room
	2	 	Brown Oversized Chair	 	Fire Side Room
	1	 	Coffee Table	 	Fire Side Room
	1	 	Hutch for Coffee	 	Fire Side Room
	1	 	Large Mirror	 	Fire Side Room
	1	 	Table & Vase Arrangement	 	Fire Side Room
	8	 	Dining Room Chairs	 	Fire Side Room
	3	 	4 Tops	 	Fire Side Room
	1	 	Hutch	 	Fire Side Room


 




    	65



    	 



    

 


	Floor:  P1& 2nd	ST. ANDREWS VILLAGE	Date: 5/11/14
	Area: HC	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	12	 	48x48 Pedestal Tables	 	Health Center Dining Room 1st Floor
	1	 	6" Round Pedestal Table	 	Health Center Dining Room 1St Floor
	20	 	Chairs	 	Health Center Dining Room lg Floor
	 	 	 	 	 
	9	 	4 Top 48x48 Tables	 	2nd Floor
	1	 	3" 2 Top Tables	 	2nd Floor
	20	 	Chairs	 	2nd Floor


 




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	Floor:  1st & 2nd	ST. ANDREWS VILLAGE	Date: 5/10/14
	Area: HC	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Victory Refrigerator	 	Holiday Kitchens (1st Floor)
	1	 	Hoffinan Warmer	 	Holiday Kitchens (1st Floor)
	1	 	Scotsman Icemaker	 	Holiday Kitchens (1st Floor)
	2	 	Coffee Brewers	 	Holiday Kitchens (1st Floor)
	1	 	Microwave	 	Holiday Kitchens (1st Floor)
	1	 	Wine Shelf	 	Holiday Kitchens (1st Floor)
	1	 	6" Stainless Steel Table	 	Holiday Kitchens (1st Floor)
	1	 	Double Plate Warmer	 	Holiday Kitchens (1st Floor)
	1	 	Round Glass Table	 	Holiday Kitchens (1st Floor)
	 	 	 	 	 
	1	 	Victory Refrigerator	 	2nd Floor
	1	 	Mani Trock 1321b Ice Machine	 	2nd Floor
	1	 	Microwave	 	2nd Floor
	1	 	Scotsman Ice Maker	 	2nd Floor
	2	 	Coffee Brewers	 	2nd Floor
	1	 	Wine Shelf	 	2nd Floor
	2	 	Stainless Steel Tables	 	2nd Floor
	1	 	Double Light Plate Warmers	 	2nd Floor
	1	 	Blender	 	2nd Floor


 




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	Floor:  Ground	ST. ANDREWS VILLAGE	Date: 5/11/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Pitco Deep Fryer (4Basket)	 	Dietary Kitchen
	1	 	US Range Grill	 	Dietary Kitchen
	1	 	American Range Griddle	 	Dietary Kitchen
	1	 	American Range Oven (6 Burners)	 	Dietary Kitchen
	1	 	Soup Kettle	 	Dietary Kitchen
	1	 	Prep Table	 	Dietary Kitchen
	1	 	6 Pan Steam Table w/ Sink	 	Dietary Kitchen
	1	 	Ice Machine	 	Dietary Kitchen
	1	 	Hoffman Heat Cabinet	 	Dietary Kitchen
	1	 	Stainless Steel Table 8" w/ sink	 	Dietary Kitchen
	1	 	Master Built Reach in Freezer	 	Dietary Kitchen
	1	 	Victory Range Refrigerator	 	Dietary Kitchen
	1	 	20" 2 Drawer Table we/ warmer	 	Dietary Kitchen
	1	 	Conventional Oven Stand	 	Dietary Kitchen
	1	 	8" Stainless Table	 	Dietary Kitchen
	1	 	30" Table Stand Slicer	 	Dietary Kitchen
	1	 	Globe Model Meat Slicer	 	Dietary Kitchen


 




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	Floor:  Ground	ST. ANDREWS VILLAGE	Date: 5/14/14
	Area: IL	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	10	 	Wire Food Storage Racks	 	Kitchen
	2	 	Waffle Irons	 	Kitchen
	1	 	Storage Rack	 	Kitchen
	5	 	5" Plastic Rack	 	Kitchen
	1	 	Varimixer	 	Kitchen
	2	 	2 Victory 2 Door Refrigerator	 	Kitchen
	1	 	Slow Cooker	 	Kitchen
	 	 	4-Burner Oven	 	Kitchen
	1	 	Stainless Prep Table	 	Kitchen


 




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	Quantity	 	Item/Description	 	Location
	 	 	Maintenance & Activity Closet	 	 
	 	 	 	 	 
	3 cases	 	Filters	 	Maint Closet
	1	 	Shower Chair	 	Maint Closet
	10 pieces	 	Scrap Carpet	 	Maint Closet
	1	 	Massage Table	 	Maint Closet
	4 boxes	 	Misc. Christmas Items	 	Maint Closet


 




    	70



    	 



    

 


	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area:  H.C.  (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	1	 	Fridge	 	Pantry 1st Floor West
	1	 	Ice Machine	 	Pantry 1st Floor West
	1	 	Microwave	 	Pantry 1st Floor West
	1	 	Set of Pantry Cabinets	 	Pantry 1st Floor West


 




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	Floor: 1st	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area:  I.L.  (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 1st Floor West End Closet	 	 
	 	 	 	 	 
	1	 	Painters Cart	 	1st floor West End Closet
	32 cases	 	Housekeeping Supplies	 	1st floor West End Closet
	1	 	Misc. Artwork	 	1st floor West End Closet
	35	 	Cases of Lifeline Equipment	 	1st floor West End Closet


 




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	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area:  H.C.  (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Washer	 	HC 2nd floor West Hallway
	1	 	Dryer	 	HC 2nd floor West Hallway
	7	 	Decorative Art Pieces	 	HC 2nd floor West Hallway
	1	 	Ice – Rolling Cart	 	HC 2nd floor West Hallway


 




    	73



    	 



    

 





	Floor:  4th	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area:  I.L.  (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	10 boxes	 	Christmas Decorations & Accessories	 	4th floor East Closet


 






    	74



    	 



    

 


	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area:       (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	Striped Wooden Bench	 	Front Entry
	2	 	18x48 Wood Wall Table	 	Front Entry
	4	 	Striped Wood Front Chairs	 	Front Entry
	2	 	18” Table	 	Front Entry


 




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	Floor:  4th	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area:  I.L.  (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Washer	 	4th floor Laundry Room
	1	 	Dryer	 	4th floor Laundry Room
	1	 	Sink	 	4th floor Laundry Room
	1	 	Chair	 	4th floor Laundry Room
	1	 	Magazine Table	 	4th floor Laundry Room
	1	 	Ironing Board	 	4th floor Laundry Room


 






    	76



    	 



    

 


	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: Maintenance (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	Desks	 	Maintenance Office
	2	 	Chairs	 	Maintenance Office
	1	 	Lap Top	 	Maintenance Office
	1	 	Mini Fridge	 	Maintenance Office
	1	 	File Cabinet	 	Maintenance Office
	1	 	Storage Cabinet	 	Maintenance Office
	1	 	Copy Fax Machine	 	Maintenance Office
	 	 	 	 	 
	1	 	Computer	 	Workstation
	1	 	Copy/Fax Machine	 	Workstation
	1	 	Fridge	 	Workstation
	 	 	 	 	 
	1	 	Light Bulb Cabinet	 	Shop
	1	 	14” Ladder	 	Shop
	1	 	8” Ladder	 	Shop
	3	 	6”ladders	 	Shop
	2	 	2” Ladders	 	Shop
	2	 	5” Flatbed Carts	 	Shop
	2	 	2” Flatbed Carts	 	Shop
	7	 	Window a/c units	 	Shop
	31	 	1500w portable heaters	 	Shop
	2	 	Key Machines	 	Shop
	1	 	Desk	 	Shop
	1	 	Small File Cabinet	 	Shop
	1	 	Tool Cabinet	 	Shop
	 	 	 	 	 
	1	 	Polaris 500 ATV	 	Garage
	1	 	4”Plow	 	Garage
	1	 	5”Plow	 	Garage


 




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	Floor:  4th	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: I.L.(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Wheelchair	 	4th floor West End Closet
	2	 	Luggage Pieces	 	4th floor West End Closet
	1	 	Lawn Chair	 	4th floor West End Closet
	4 boxes	 	Christmas Items	 	4th floor West End Closet


 




    	78



    	 



    

 


	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area: Retail (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	2	 	Chairs	 	Main Beauty Shop
	1	 	Round Table	 	Main Beauty Shop
	1	 	Hospitality Table	 	Main Beauty Shop
	1	 	18x48 Wall Table	 	Main Beauty Shop
	1	 	White High Back Chair	 	Main Beauty Shop
	1	 	Nail Polish Station	 	Main Beauty Shop
	2	 	Pedicure Whirlpool Spa Chairs	 	Main Beauty Shop
	2	 	Mini Spa Chairs	 	Main Beauty Shop
	1	 	24x48 Towel Rack	 	Main Beauty Shop
	4	 	Vinyl Metal Chair	 	Main Beauty Shop
	3	 	Manicure Table Desk	 	Main Beauty Shop
	5	 	Chairs	 	Main Beauty Shop
	1	 	Hair Dryer	 	Main Beauty Shop
	4	 	Chair Hair Dryers	 	Main Beauty Shop
	4	 	Hair Washing Stations	 	Main Beauty Shop
	4	 	Styling Booths	 	Main Beauty Shop
	4	 	Padded Chair for Wash Station	 	Main Beauty Shop
	5	 	Waiting Room Chairs	 	Main Beauty Shop
	1	 	Desk/Bookshelf	 	Main Beauty Shop
	2	 	High Back Chairs	 	Main Beauty Shop
	1	 	Decorative Shelf	 	Main Beauty Shop
	4	 	Adjustable Barber Chairs	 	Main Beauty Shop


 




    	79



    	 



    

 





	Floor:  3rd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: I.L.(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Dryer	 	3rd Floor West Closet


 







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	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: H.C. (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Credenza	 	Nurses Station #4 
	1	 	Desk	 	Nurses Station #4 
	1	 	Office Chair	 	Nurses Station #4 
	1	 	Computer	 	Nurses Station #4 
	1	 	Bulletin Board	 	Nurses Station #4 
	1	 	Clock	 	Nurses Station #4 
	1	 	Telephone	 	Nurses Station #4 
	1	 	Decorative Art	 	Nurses Station #4 
	2	 	Piece Sitting Chairs	 	Nurses Station #4 
	1	 	Bench	 	Nurses Station #4


 




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	Floor: 	ST. ANDREWS VILLAGE	Date:                 
	Area:	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	146	 	Apt Size Stoves	 	IL Resident Apartments
	146	 	Apt Size Dishwasher	 	IL Resident Apartments
	146	 	Refrigerators	 	IL Resident Apartments
	146	 	Microwaves	 	IL Resident Apartments
	108	 	Stackable Washer/Dryer	 	IL Resident Apartments
	38	 	Full Size Washer/Dryer Sets	 	IL Resident Apartments


 






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	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: IL	F F & E INVENTORY	 


 





	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	5 cases	 	Marketing Brochures	 	2nd Floor East Storage


 




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	Floor: 5th	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: I.L	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	5th Floor Exercise Room	 	 
	 	 	 	 	 
	29	 	Sitting Chairs	 	5th floor Exercise Room
	12	 	Exercise Balls	 	5th floor Exercise Room
	2	 	Book Shelves	 	5th floor Exercise Room
	1	 	Small C.D. Player	 	5th floor Exercise Room
	3	 	Misc. Plastic Baskets	 	5th floor Exercise Room
	1	 	Plastic Tub Drawer Container	 	5th floor Exercise Room
	2	 	Fans	 	5th floor Exercise Room
	1	 	Trash Can	 	5th floor Exercise Room
	1	 	Clock	 	5th floor Exercise Room


 




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	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: IL (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Washer	 	2nd floor Laundry Room
	1	 	Dryer	 	2nd floor Laundry Room
	1	 	Magazine Table	 	2nd floor Laundry Room
	1	 	Sitting Chair	 	2nd floor Laundry Room
	1	 	Utility Sink	 	2nd floor Laundry Room


 




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	Floor:  5th	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: 5th FL W(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	6	 	Boxes of old Records	 	5th floor West End
	1	 	Desk	 	5th floor West End
	1	 	Filing Cabinet	 	5th floor West End
	1	 	Lamp	 	5th floor West End


 




    	86



    	 



    

 


	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: IL(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location


 




    	87



    	 



    

 


	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	12 cases	 	Dishes	 	5th floor dietary storage
	6 cases	 	Cups	 	5th floor dietary storage
	6 crates	 	Glassware	 	5th floor dietary storage
	64 boxes	 	Silverware	 	5th floor dietary storage
	4	 	Kids Highchairs	 	5th floor dietary storage
	3	 	Easels	 	5th floor dietary storage
	5 boxes	 	Misc. Holiday Decorations	 	5th floor dietary storage
	9	 	Decorative Art Work	 	5th floor dietary storage
	1	 	Wheel Chair	 	5th floor dietary storage
	3	 	Large Plastic Trash Cans	 	5th floor dietary storage


 




    	88



    	 



    

 





	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: IL(IL-AL-HC)	F F & E INVENTORY	 


 






    	89



    	 



    

 


	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14 
	Area: IL(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	I.L. 2nd Floor West Closet	 	 
	14 boxes	 	Activities Supplies and Equipment	 	2nd floor west storage


 




    	90



    	 



    

 


	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/13/14 
	Area: H.C. (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	1	 	Desk	 	Social Services Office 
	1	 	Computer	 	Social Services Office
	1	 	Office Chair	 	Social Services Office
	1	 	Round Table	 	Social Services Office
	3	 	Sitting Chairs	 	Social Services Office
	1	 	Small Shelf Unit	 	Social Services Office
	4	 	Decorative Art Pieces	 	Social Services Office 
	1	 	Clock	 	Social Services Office
	1	 	Telephone	 	Social Services Office
	1	 	Bulletin Board	 	Social Services Office


 




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	Floor:  5th	ST. ANDREWS VILLAGE	Date: 5/10/14
	Area: IL(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Big Screen Television	 	5th floor Club Room
	2	 	End Tables	 	5th floor Club Room
	1	 	Television Stand	 	5th floor Club Room
	6	 	Sofa Chairs	 	5th floor Club Room
	25	 	Sitting Chairs	 	5th floor Club Room
	17	 	Book Shelves	 	5th floor Club Room
	1	 	Love Seat	 	5th floor Club Room
	2	 	Leather Chairs	 	5th floor Club Room
	3	 	Computers	 	5th floor Club Room
	3	 	Computer Desks	 	5th floor Club Room
	3	 	Office Chairs	 	5th floor Club Room
	1	 	Meeting Table	 	5th floor Club Room
	1	 	Curio Cabinet	 	5th floor Club Room
	5	 	Vases	 	5th floor Club Room
	9	 	Decorative Art Work Pieces	 	5th floor Club Room
	1	 	Rolling Book Cart	 	5th floor Club Room
	1	 	Coffee Stand	 	5th floor Club Room
	10	 	Misc. Lamps	 	5th floor Club Room
	8	 	Wall Lamps	 	5th floor Club Room
	13	 	Misc. Game Tables	 	5th floor Club Room
	1	 	Magnifying Machine and Table	 	5th floor Club Room
	2213	 	Misc. Books and Magazines	 	5th floor Club Room


 




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	Floor:  Ground Floor	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: IL(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	6	 	Sitting Wicker Chairs (Brown)	 	Pool Area
	3	 	Life Guard Chairs	 	Pool Area
	3	 	Brown Wicker Chairs	 	Pool Area
	1	 	Brown Wicker Sofa	 	Pool Area
	2	 	Light Beige High Back Wicker Chairs	 	Pool Area
	1	 	Floral Vase	 	Pool Area
	1	 	Floor Lamp	 	Pool Area
	11	 	Decorative Wall Art Pieces	 	Pool Area


 




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	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: H.C. (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Med Records Rolling Cart	 	HC Med Room 1
	1	 	Paper Shredder	 	HC Med Room 1
	1	 	Coat Rack	 	HC Med Room 1
	1	 	Small Refrigerator	 	HC Med Room 1
	1	 	Medium Cart	 	HC Med Room 1
	1	 	Copier	 	HC Med Room 1
	1	 	Sitting Stool	 	HC Med Room 1
	1	 	Bulletin Board	 	HC Med Room 1
	1	 	Set of Cabinets	 	HC Med Room 1
	1	 	Clock	 	HC Med Room 1
	1	 	Filing Cabinet (Metal)	 	HC Med Room 1


 




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	Floor:  1st	ST. ANDREWS VILLAGE	Date: 5/15/14
	Area: Link (IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	 	 	 	 	 
	1	 	Manicure Table	 	Beauty Shop-Link 
	1	 	Chair Dryer	 	Beauty Shop-Link 
	2	 	Black Shop Chairs	 	Beauty Shop-Link 
	1	 	Round Coffee Table	 	Beauty Shop-Link 
	1	 	2” Two Shelf Wood Case	 	Beauty Shop-Link 
	2	 	Professional Hair Dryers	 	Beauty Shop-Link 
	2	 	Combo Sink and Cabinet Stations	 	Beauty Shop-Link 
	2	 	Beauty Chairs	 	Beauty Shop-Link 
	1	 	5” Five Drawer Stand	 	Beauty Shop-Link 
	1	 	Half Moon Wall Table	 	Beauty Shop-Link


 




    	95



    	 



    

 


	Floor:  2nd	ST. ANDREWS VILLAGE	Date: 5/13/14
	Area: IL(IL-AL-HC)	F F & E INVENTORY	 


 


	Quantity	 	Item/Description	 	Location
	2	 	Sitting Chairs	 	2nd Floor HC East 
	1	 	Curio Cabinet	 	2nd Floor HC East
	1	 	Floor Lamp	 	2nd Floor HC East
	1	 	Bench	 	2nd Floor HC East
	6	 	Decorative Art Pieces	 	2nd Floor HC East


 




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SCHEDULE
2.3


 


Purchase Price
Allocations


 


	Facility	 	Real Property	 	 	Personal Property	 	 	Total	 
	St. Andrew’s	 	$		 	 	$		 	 	$	42,500,000	 



 




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	Schedule 4.2	Consents of Third Parties.
	 	 
	 	None


 




    	98



    	 



    

 


Schedule 4.5         Judgments.
Except as set forth herein, there are no judgments presently outstanding and unsatisfied against the Property, Seller, or any
of Seller’s assets.


 


None


 




    	99



    	 



    

 


Schedule 4.6         Governmental
Approvals. Except as set forth herein, no order, permission, consent, approval, license, authorization, registration or validation
of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize,
or is required in connection with the execution, delivery and performance by Seller of this Agreement and the other Documents
or the taking of any action contemplated by this Agreement and the other Documents, which has not been obtained.


 


None


 




    	100



    	 



    

 


Schedule 4.7         Insurance.
A summary of all general liability, fire, theft, professional liability and other insurance maintained by Seller with respect
to the Property, currently and since April 2012.


 


See Attached


 




    	101



    	 



    

 


	ERB Propco
    SAV LLC & ERB Opco SAV, LLC 

    April 1, 2012 - March 31, 2013
	Named
    Insured 

    Location Insured	Policy
    #	Coverage
    Type	Policy
    Dates	Broker	Insurance
    Company	Limits
    / Sublimits	Deductible
	ERB
    Propco SAV LLC	PRO0036308	All
    Risk Property 

    $200M Limit, each and 

    every occurrence subject to 

    various sublimits within the 

    policy	4/1/12
    - 12/15/12	Marsh	Multiple
                                         Carriers; Shared and Layered Program

        S&P
        A-
	$
                                         50M Per Occurrence and Annual Aggregate as respects Earthquake except:

        $ 5M Earthquake
        in California

        $ 50M Per
        Occurrence and Annual Aggregate as respects Flood except;

        $ 25M Per
        Occurrence and Annual Aggregate as respects Flood Zones A or V.

        $ 50M Per
        Occurrence as respects Named Tier 1 Windstorm

        $ 10M
        Accouns t Receivae bl

        $ 10M Debris
        Removal or 25% of loss, whichever is greater

        $ 25M Demolition
        & Increased Cost of Construction (DICC) (B+C)

        Program
        Limit Building Ordinance – Loss to Undamaged Portion of Building

        $ 10M Errors
        and Omissions

        $ 2.5M Expediting
        Expense

        $ 25M
        Extra Expense

        $ 2.5M Fine
        Arts, subject to maximum of $1,000 any one item

        $ 500,000
        Fire Brigade Charges

        $1M Leasehold
        Interests

        $1M Limited
        Pollution Coverage, in the annual aggregate as respects land and/or water

        $ 10M Miscellaneous
        Unnamed Locations

        $ 10M Newly
        Acquired Property (120 Days Reporting)

        $ 1M
        Professional Fees

        $ 25M Service
        Interruption, including transmission lines and related plants (a qualifying

        period of
        48 hours applies)

        $ 5M Transit,
        per occurrence

        $ 5M Valuable
        Papers and Records

        $ 100,000
        Consequential Loss

        $ 250,000
        Control of Damaed gMerchandise

        $ 1M Brands
        and Labels

        $ 1M Mold
        and Fungus, resulting from an insured peril

        $ 5M Leader
        Properties, subject to a 5 mile limitation

        $ 100,000,000
        Equipment Breakdown Sublimits, except $100,000 any one accident for

        Expediting
        Expense, Hazardous Substances, Perishable Goods and Data Restoration

        Business
        Interruption, Actual Loss Sustained

        $ 100,000,000
        Property Damage / Time Element
	All
                                         losses, damages or expenses arising out of any one occurrence shall be adjusted as one
                                         loss, with a $25,000 deductible except:

        Residential
        Locations: $25,000 first occurrence, $100,000 every time thereafter Boiler & Machinery: $25,000 as respects loss or
        damage arising out of an "accident."

        Flood: $100,000
        each and every occurrence except for locations wholly or partially within Special Flood Hazard Areas (SFHA), areas of
        100 year flooding, as defined by the Federal Emergency Management Agency in Flood Zones “A” or “V”,
        a $500,000 deductible Per Building / $500,000 Contents per Building applies $100,000 Time Element per occurrence for non-residential
        locations, except $250,000 Per Building/ $100,000 Contents per building/ $100,000 Time Element per occurrence as respects
        residential locations.

        Named Windstorm:
        5% of the TIV within the State of Florida for the peril of named windstorm subject to a minimum of $100,000 per occurrence,
        except: 3% of the TIV for all other Tier 1 Counties as defined within the policy form subject to a minimum deductible
        of $100,000 per occurrence.

        Alabama:
        Baldwin, Mobile Georgia: Bryan, Camden, Chatham, Glynn, Liberty, McIntosh Hawaii: Entire State Louisiana: Ascension, Assumption,
        Cameron, Iberia, Jefferson, Lafourche, Livingston, Orleans, Plaquemines, St. Charles, St. John the Baptist,
        St. Martin, St. Mary, St. Bernard, St. Tammany, Tangipahoa,
        Terrebonne, Vermilion Mississippi: George, Hancock, Harrison, Jackson, Pearl River, Stone North Carolina:
        Beaufort, Bertie, Brunswick, Camden., Carteret, Chowan, Craven, Currituck, Dare, Hyde, Jones, New Hanover, Onslow, Pamlico,
        Pasquotank,

        Pender,
        Perquimans, Tyrell, WashingtonSouth Carolina: Beaufort, Berkley, Charleston, Colleton, Georgetown,

        Horry, Jasper Texas: Aransas, Branzoria, Calhooun, Cameron, Chambers, Galveston, Harris Jackson, Jefferson, Kennedy, Kleberg,
        Matagorda, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy Virginia: Acomack,

        Chesaeake,
        pEssex, Gloucester, Hamton, pIsle of Wiht, gJames Cit, y King Geore, gLancaster,
        Mathews, Middlesex,

        Newport News, Norfolk, Northampton, Northumberland, Poquoson, Portsmouth, Richmond, Stafford, South Hampton, Suffolk,
        Surry, Virginia Beach, Westmoreland, Williamsburg, York

        Earthquake:

        $100,000
        for any one occurrence except for the following:5% of the TIV within California subject to a minimum of

        $100,000
        for any one occurrence.2% of the TIV, subject to a minimum of $100,000 per occurrence when such loss

        occurs
        at locations within counties defined as New Madrid Zones and Pacific Northwest Zones defined within this

	 	 	 	 	 	 	for
                                         Expediting Expense, Hazardous Substances, Perishable Goods and Data Restoration Business
                                         Interruption, Actual Loss Sustained

        $ 100,000,000
        Property Damage / Time Element

        30 Days
        Civil or Military Authority, but not more than $2.5M

        365
        Days Extended Period of Indemnity ; 30 Days Ingress/Egress, but not more than $2.5M
	$100,000
                                         for any one occurrence except for the following:5% of the TIV within California subject
                                         to a minimum of

        $100,000
        for any one occurrence.2% of the TIV, subject to a minimum of $100,000 per occurrence when such loss

        occurs at
        locations within counties defined as New Madrid Zones and Pacific Northwest Zones defined within this policy.

	ERB
    Propco SAV LLC	14980457	Pollution
    Liability	1/6/2012
    -1/06/2015	William
    

    Gallagher & 

    Associates	Chartis
    Speciality Insurance	$10,000,000
    each incident / aggregate	$50,000
    deductible
	ERB
    Opco SAV LLC	860MXC80474175	Commercial
    General 

    Liability/Professional 

    Liability	4/1/12
    - 4/1/13	Brown
    & Brown	Fireman's
    Fund Insurance Company	$
                                         1M Each Occurrence Limit

        $ 3M General
        Aggregate (Dedicated Limit)
	$0 Deductible
	ERB
    Opco SAV LLC	860MXA80289966	Commercial
    Hired and Non Owned Auto	4/1/12
    - 4/1/13	Brown
    & Brown	Fireman's
    Fund Insurance Company	$1 M
    Liability Limit	$1,000
    Comprehensive Deductible $1,000 Collision
	ERB
    Opco SAV LLC	12CX09141	Excess
    Liability	4/1/12
    - 4/1/13	Brown
    & Brown	Ironshore
    Specialty	$
    5M Each Occurrence $ 5M Aggregate	$0
    Deductible
	ERB
    Opco SAV LLC	12CX09141	Excess
    Liability	4/1/12-4/1/13	Brown
    & Brown	American
    Empire	$5M
    Each Occurrence $5M Aggregate	$0 Deductible
	ERB
    Opco SAV LLC	DONYAAM3I8001	D&O/EPL	4/1/12
    - 4/1/13	Willis	Liberty	$1M	$25,000
    Deductible


 




    	102



    	 



    

 


	ERB Ptopco
    SAV LLC & ERB Opco SAV, LLC 

    April 1, 2013 - March 31, 2014
	Named
    Insured 

    Location Insured	Policy
    #	Coverage
    Type	Policy
    Dates	Broker	Insurance
    Company	Limits
    / Sublimits	Deductible
	ERB
    Propco SAV LLC	PRO0036308	All
    Risk Property 

    $250M Limit, each and 

    every occurrence subject to 

    various sublimits within the 

    policy	12/15/12
    - 12/15/13	Marsh	Multiple
                                         Carriers; Shared and Layered Program

        S&P
        A-
	$
                                         200M Per Occurrence and Annual Aggregate as respects Earthquake except:

        $ 75M Earthquake
        in California

        $ 200M Per
        Occurrence and Annual Aggregate as respects Flood except;

        $ 75M Per
        Occurrence and Annual Aggregate as respects Flood Zones A or V.

        $ 75M Per
        Occurrence as respects Named Tier 1 Windstorm

        $ 10M
        Accounst Receivae bl

        $ 10M Debris
        Removal or 25% of loss, whichever is greater

        $ 25M Demolition
        & Increased Cost of Construction (DICC) (B+C)

        Program
        Limit Building Ordinance – Loss to Undamaged Portion of Building

        $ 10M Errors
        and Omissions

        $ 2.5M Expediting
        Expense

        $ 25M
        Extra Expense

        $ 2.5M Fine
        Arts, subject to maximum of $1,000 any one item

        $ 500,000
        Fire Brigade Charges

        $1M Leasehold
        Interests

        $1M Limited
        Pollution Coverage, in the annual aggregate as respects land and/or water

        $ 10M Miscellaneous
        Unnamed Locations

        $ 10M Newly
        Acquired Property (120 Days Reporting)

        $ 1M
        Professional Fees

        $ 25M Service
        Interruption, including transmission lines and related plants (a qualifying

        period of
        48 hours applies)

        $ 5M Transit,
        per occurrence

        $ 5M Valuable
        Papers and Records

        $ 100,000
        Consequential Loss

        $ 250,000
        Control of Damaed gMerchandise

        $ 1M Brands
        and Labels

        $ 1M Mold
        and Fungus, resulting from an insured peril

        $ 5M Leader
        Properties, subject to a 5 mile limitation

        $ 100,000,000
        Equipment Breakdown Sublimits, except $100,000 any one accident for

        Expediting
        Expense, Hazardous Substances, Perishable Goods and Data Restoration

        Business
        Interruption, Actual Loss Sustained

        $ 100,000,000
        Property Damage / Time Element
	All
                                         losses, damages or expenses arising out of any one occurrence shall be adjusted as one
                                         loss, with a $25,000 deductible except:

        Residential
        Locations: $25,000 first occurrence, $100,000 every time thereafter Boiler & Machinery: $25,000 as respects
        loss or damage arising out of an "accident."

        Flood:
        $100,000 each and every occurrence except for locations wholly or partially within Special Flood Hazard Areas (SFHA),
        areas of 100 year flooding, as defined by the Federal Emergency Management Agency in Flood Zones “A” or “V”,
        a $500,000 deductible Per Building / $500,000 Contents per Building applies $100,000 Time Element per occurrence for non-residential
        locations, except $250,000 Per Building/ $100,000 Contents per building/ $100,000 Time Element per occurrence as respects
        residential locations.

        Named
        Windstorm: 5% of the TIV within the State of Florida for the peril of named windstorm subject to a minimum of $100,000
        per occurrence, except: 3% of the TIV for all other Tier 1 Counties as defined within the policy form subject to a minimum
        deductible of $100,000 per occurrence.

        Alabama:
        Baldwin, Mobile Georgia: Bryan, Camden, Chatham, Glynn, Liberty, McIntosh Hawaii: Entire State Louisiana:
        Ascension, Assumption, Cameron, Iberia, Jefferson, Lafourche, Livingston, Orleans, Plaquemines, St. Charles,
        St. John the Baptist, St. Martin, St. Mary, St. Bernard, St.
        Tammany, Tangipahoa, Terrebonne, Vermilion Mississippi: George, Hancock, Harrison, Jackson,
        Pearl River, Stone North Carolina: Beaufort, Bertie, Brunswick, Camden., Carteret, Chowan, Craven, Currituck, Dare,
        Hyde, Jones, New Hanover, Onslow, Pamlico, Pasquotank,

        Pender,
        Perquimans, Tyrell, WashingtonSouth Carolina: Beaufort, Berkley, Charleston, Colleton, Georgetown,

        Horry, Jasper Texas: Aransas, Branzoria, Calhooun, Cameron, Chambers, Galveston, Harris Jackson, Jefferson, Kennedy,
        Kleberg, Matagorda, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy Virginia: Acomack,

        Chesaeake,
        pEssex, Gloucester, Hamton, pIsle of Wiht, gJames Cit, y King Geore, gLancaster,
        Mathews, Middlesex,

        Newport News, Norfolk, Northampton, Northumberland, Poquoson, Portsmouth, Richmond, Stafford, South Hampton, Suffolk,
        Surry, Virginia Beach, Westmoreland, Williamsburg, York

        Earthquake:

        $100,000
        for any one occurrence except for the following:5% of the TIV within California subject to a minimum of

        $100,000
        for any one occurrence.2% of the TIV, subject to a minimum of $100,000 per occurrence when such loss

        occurs
        at locations within counties defined as New Madrid Zones and Pacific Northwest Zones defined within this

	 	 	 	 	 	 	for
                                         Expediting Expense, Hazardous Substances, Perishable Goods and Data Restoration Business
                                         Interruption, Actual Loss Sustained

        $ 100,000,000
        Property Damage / Time Element

        30 Days
        Civil or Military Authority, but not more than $2.5M

        365
        Days Extended Period of Indemnity ; 30 Days Ingress/Egress, but not more than $2.5M
	$100,000
                                         for any one occurrence except for the following:5% of the TIV within California subject
                                         to a minimum of

        $100,000
        for any one occurrence.2% of the TIV, subject to a minimum of $100,000 per occurrence when such loss

        occurs at
        locations within counties defined as New Madrid Zones and Pacific Northwest Zones defined within this policy.

	ERB
    Propco SAV LLC	14980457	Pollution
    Liability	1/6/2012
    -1/06/2015	William
    

    Gallagher & 

    Associates	Chartis
    Speciality Insurance	$10,000,000
    each incident / aggregate	$50,000
    deductible
	ERB
    Opco SAV LLC	860MXC80482270	Commercial
    General 

    Liability/Professional 

    Liability	4/1/13
    - 4/1/14	Brown
    & Brown	Fireman's
    Fund Insurance Company	$
                                         1M Each Occurrence Limit

        $ 3M General
        Aggregate (Dedicated Limit)
	$0 Deductible
	ERB
    Opco SAV LLC	860MXA80296670	Commercial
    Hired and Non Owned Auto	4/1/13
    - 4/1/14	Brown
    & Brown	Fireman's
    Fund Insurance Company	$1 M
    Liability Limit	$1,000
    Comprehensive Deductible , $1,000 Collision
	ERB
    Opco SAV LLC	1316301	Excess
    Liability	4/1/13
    - 4/1/14	Brown
    & Brown	Ironshore
    Specialty	$
    5M Each Occurrence $ 5M Aggregate	$0 Deductible
	ERB
    Opco SAV LLC	DONYAAM3I8001	D&O/EPL	4/1/13
    - 4/1/14	Willis	Liberty	$1M	$25,000
    Deductible


 




    	103



    	 



    

 


	ERB Ptopco
    SAV LLC & ERB Opco SAV, LLC 

    April 1, 2014 - March 31, 2015
	Named
    Insured 

    Location Insured	Policy
    #	Coverage
    Type	Policy
    Dates	Broker	Insurance
    Company	Limits
    / Sublimits	Deductible
	ERB
    Propco SAV LLC	PRO0036308	All
    Risk Property 

    $250M Limit, each and 

    every occurrence subject to 

    various sublimits within the 

    policy	12/15/13
    - 12/15/14	Marsh	Multiple
    Carriers; Shared and Layered Program	$250MM
                                         All Risk Limit

        $200MM Per
        Occurrence and Annual Aggregate as respects Earthquake except:

        $25MM Earthquake
        in California, Alaska, Hawaii and Puerto Rico

        $200MM Earthquake
        in New Madrid and Pacific Northwest Zones

        $200MM Per
        Occurrence and Annual Aggregate as respects Flood except;

        $50MM Per
        Occurrence and Annual Aggregate as respects Flood Zones A or V

        $50MM Per
        Occurrence as respects Named Windstorm, as defined in policy

        $250MM Building
        Ordinance-Loss to Undamaged Portion of Building

        $25MM Course
        of Construction including Soft Costs

        $25MM Extra
        Expense, $25MM Service Interruption

        $25MM Debris
        Removal or 25% of loss, whichever is greater

        $25MM Building
        Ordinance-Demolition & Increased Cost of Construction (DICC)

        $250MM Building
        Ordinance-Loss to Undamaged Portion of Building

        $25MM Newly
        Acquired Property including Mortgage Interests (120 Days Reporting)

        $10MM Defense
        Costs, $10MM Errors and Omissions, $10MM Accounts Receivable

        $10MM Miscellaneous
        Unnamed Locations

        $5MM Fine
        Arts, subject to maximum of $1,000 any one item

        $5MM Transit,
        per occurrence $5MM Valuable Papers and Records

        $2.5MM Expediting
        Expense

        $1MM Leasehold
        Interests, $2.5M Infectious Disease per occurrence and in the annual

        aggregate

        $1M Construction
        Management

        $1MM Pollutant
        Clean Up (Land and Water) and Removal per occ. and annual

        aggregate

        $1MM Professional
        Fees $1MM Mold and Fungus

        $2.5M Downzoning,
        per occurrence and in the annual aggregate

        $5M Move-Out
        or Relocation Expense per occurrence and in the annual aggregate

        $500,000
        Fire Brigade Charges

        $5M Upgrade
        to Green

        $250,000
        Control of Damaged Merchandise

        $100MM Equipment
        Breakdown, except $100,000 any one accident for Expediting

        Expense,
        Hazardous Substances, Perishable Goods/Spoilage and Data Restoration
	All
                                         losses, damages or expenses arising out of any one occurrence shall be adjusted as one
                                         loss, with a $25,000 deductible except:

        Flood:
        $100,000 each and every occurrence except for locations wholly or partially within Special Flood Hazard Areas (SFHA),
        areas of 100 year flooding, as defined by the Federal Emergency Management Agency in Flood Zones “A” or “V”,
        a $500,000 deductible Per Building / $500,000 Contents per Building applies $100,000 Time Element per occurrence for non-residential
        locations, except $250,000 Per Building/ $100,000 Contents per building/ $100,000 Time Element per occurrence as respects
        residential locations.

        Named
        Windstorm: 5% of the TIV within the State of Florida for the peril of Named Windstorm subject to a minimum of $100,000
        per occurrence, except: 3% of the TIV for all other Tier 1 Counties as defined within the policy form subject to a minimum
        deductible of $100,000 per occurrence. Those other Tier 1 Counties as follows:

        Alabama:
        Baldwin, Mobile Georgia: Bryan, Camden, Chatham, Glynn, Liberty, McIntosh Hawaii: Entire State Louisiana:
        Cameron, Iberia, Jefferson, Lafourche, Livingston, Orleans, Plaquemines, St. Charles, St. Mary, St. Bernard, St. Tammany,
        Terrebonne, Vermilion Mississippi: Hancock, Harrison, Jackson North Carolina: Beaufort, Bertie, Brunswick,
        Camden., Carteret, Chowan, Craven, Currituck, Dare, Hyde, New Hanover, Onslow,

        Pamlico,
        Pasquotank, Pender, Perquimans, Tyrell, WashingtonSouth Carolina: Beaufort, Berkley, Charleston,

        Colleton, Georgetown, Horry, Jasper Texas: Aransas, Branzoria, Calhooun, Cameron, Chambers, Galveston, Harris Jackson,
        Jefferson, Kennedy, Kleberg, Matagorda, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy Virginia: Acomack,
        Chesapeake, Essex, Gloucester, Hampton, Isle of Wight, James City, King George, Lancaster, Mathews, Middlesex, Newport
        News, Norfolk, Northampton, Northumberland, Poquoson, Portsmouth, Richmond, Stafford, Suffolk, Surry, Virginia Beach,
        Westmoreland, Williamsburg, York

        Earthquake:

        $100,000
        for any one occurrence except for the following:5% of the TIV within California, Alaska, and Hawaii

        subject to a minimum of $100,000 for any one occurrence. 2% of the TIV, subject to a minimum of $100,000 per occurrence
        when such loss occurs at locations within counties defined as New Madrid Zones and Pacific Northwest Zones defined within
        this policy.

        Off Premises
        Power, Service Interruption, 48 hour waiting period

	 	 	 	 	 	 	$250,000
                                         Control of Damaged Merchandise

        $100MM Equipment
        Breakdown, except $100,000 any one accident for Expediting Expense, Hazardous Substances, Perishable Goods/Spoilage and
        Data Restoration Business Interruption, Actual Loss Sustained

        30 Days
        Civil or Military Authority, but not more than $2.5MM (within 10 Statue Miles) 365 Days Extended Period of Indemnity;
        30 Days Ingress/Egress, but not more than $2.5MM (within 10 Statue Miles) 30 Days Impounded Water10 Miles Attraction Properties
	Off Premises
    Power, Service Interruption, 48 hour waiting period Business Interruption, 48 hour waiting period
	ERB
    Propco SAV LLC	14980457	Pollution
    Liability	1/6/2012
    -1/06/2015	William
    

    Gallagher & 

    Associates	Chartis
    Speciality Insurance	$10,000,000
    each incident / aggregate	$50,000
    deductible
	ERB
    Opco SAV LLC	860MXC80482270	Commercial
    General 

    Liability/Professional 

    Liability	4/1/14
    - 4/1/15	Brown
    & Brown	Fireman's
    Fund Insurance Company	$
                                         1M Each Occurrence Limit

        $ 3M General
        Aggregate (Dedicated Limit)
	$0 Deductible
	ERB
    Opco SAV LLC	860MXA80296670	Commercial
    Hired and Non Owned Auto	4/1/14
    - 4/1/15	Brown
    & Brown	Fireman's
    Fund Insurance Company	$1 M
    Liability Limit	$1,000
    Comprehensive Deductible $1,000 Collision
	ERB
    Opco SAV LLC	1316301	Excess
    Liability	4/1/14
    - 4/1/15	Brown
    & Brown	Ironshore
    Specialty	$
    5M Each Occurrence $ 5M Aggregate	$0 Deductible
	ERB
    Opco SAV LLC	DONYAAM3I8001	D&O/EPL	4/1/14
    - 4/1/15	Willis	Liberty	$1M	$25,000
    / $35,000 Deductibles


 




    	104



    	 



    

 


Schedule
4.8         Litigation. Except as set forth herein, there is no pending or, to
Seller’s Knowledge, considered or threatened in writing any judgment, litigation, proceeding, investigation or inquiry
(by any person, governmental or quasi-governmental agency or authority or otherwise) to which Seller or the Property is a
party, including without limitation, litigation brought by Seller against any third party.


 


1) A Charge of Discrimination was
filed with the Colorado Civil Rights Division (“CCRD”) against ERB Opco SAV, LLC dba St Andrew’s Village on
4/8/14 by a former employee; Mary Amekpor. Ms. Amekpor was terminated for inappropriate behavior in a resident care area and refusing
to work her assigned hallway.


 


St. Andrew's Village submitted evidence
to CCRD on 5/7/14 to disprove her claim of discrimination on the basis of race, including termination paper, statements from witnesses,
demographic information on SAV employees, and a written narrative of events. St Andrew’s Village is awaiting the outcome
of the CCRD review.


 




    	105



    	 



    

 


Schedule 4.9         Compliance
with Laws. Except as provided herein, to Seller’s Knowledge, the Property has been
constructed and has been and is presently used and operated in material compliance with any Applicable Laws governing the use
of the Property. Seller has not received notice of any such violation of any Applicable Laws governing the use of the Property
or any part thereof.


 


None


 




    	106



    	 



    

 


Section 4.10         Environmental
Matters.


 


1.         St
Andrew’s Village community experienced an intense hail storm on September 14, 2013 which caused water intrusion on the garden
levels of assisted living and select skilled nursing units. In addition, numerous independent living apartments on the 4th
and 5th floor were impacted by the sudden accumulation of several feet of hail on apartment balconies. While
there were no instances of standing water, the water intrusion saturated carpets and adjoining baseboard, sheetrock and insulation.
Repairs to all affected areas have been fully completed, but during the repair process, the presence of moisture generated instances
of mold was discovered in baseboard and adjoining sheetrock in multiple apartments. A certified environmental testing firm was
engaged to conduct air sampling in each affected independent, assisted living and skilled nursing apartment before and after repairs.
A certified remediation firm was engaged to remediate each unit where mold was identified. Sheetrock, baseboard and carpet were
replaced in all affected apartments. No affected apartments were returned to service until the air sampling results indicated
that the apartment was safe for re-occupancy. All testing was fully documented and the Community is in possession of all test
results. All instances of mold identified during this process have been completely remediated.


 


2.         The
aforementioned hail storm also caused several rooftop plumbing vents to become unsecured, and the loosened flashing resulted in
water leaks into three independent living apartments. In the process of repairing the water damage, the presence of moisture generated
instances of mold was discovered. The damaged sheetrock and baseboard was completely replaced, the vents and flashing re-secured,
and any mold discovered was completely remediated.


 


3.         During
the remediation of hail storm damage in the garden level bistro area, the presence of moisture generated instances of mold was
discovered behind the wall in an adjacent wait staff servery. The cause was determined to be a leaking pipe fitting. The pipe,
wallboard and baseboard were repaired or replaced and any mold discovered was completely remediated.


 


4.         Garden
level water damage – maintenance room broken pipe (fall 2013). The presence of moisture generated instances of mold was
discovered in the process of repairing water damage to baseboard and adjoining sheetrock following a broken pipe in the maintenance
room. The damaged sheetrock and baseboard were completely replaced and any mold discovered was completely remediated.


 


5.         Garden
level water damage – failed valve in the pool pump room (fall 2013). The presence of moisture generated instances of mold
was discovered in the process of repairing water damage to baseboard and adjoining sheetrock following a failed valve in the pool
equipment room. The damaged sheetrock and baseboard were completely replaced and any mold discovered was completely remediated.


 




    	107



    	 



    

 


Schedule
4.14         Resident Agreements. Except as otherwise noted herein, the rent roll
attached hereto as Exhibit G (the “Rent Roll”) is true and complete in all material respects.


 


None


 




    	108



    	 



    

 


Schedule 4.15         Medicare/Medicaid
– list revenues, census as of PSA execution date Except as set forth in this Schedule 4.15, no material portion of the income
from any Property is attributable to Medicare, Medicaid or any public or private third-party payor or other program, except for
certain payment from private insurers pursuant to long-term care policies.


 


See Attached Statement of Monthly
and YTD Revenues March 31, 2014


 




    	109



    	 



    

 


St Andrews Village Operating Statement
ERB Opco SAV LLC


For the Period Ending March 31,
2014


 


	 	 	ACTUAL 
 January	 	 	ACTUAL 
 February	 	 	ACTUAL 
 March	 	 	Projected Y/E 
 (Actual/Budget)	 	 	2014 
 Budget	 	 	Projected 

Variance	 
	Operating Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Independent Living Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entrance Fee MSFs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108340010001 First Person Monthly Service Fees-EF	 	 	168,604.84	 	 	 	166,822.00	 	 	 	166,822.00	 	 	 	2,061,652.16	 	 	 	2,052,405.32	 	 	 	9,246.84	 
	108340015001 Second Person Fees-IL-EF	 	 	7,013.84	 	 	 	7,461.00	 	 	 	7,939.00	 	 	 	84,783.84	 	 	 	83,160.00	 	 	 	1,623.84	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Entrance Fee MSFs	 	 	175,618.68	 	 	 	174,283.00	 	 	 	174,761.00	 	 	 	2,146,436.00	 	 	 	2,135,565.32	 	 	 	10,870.68	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rental	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108340010201 First Person-IL-Rental	 	 	231,877.01	 	 	 	230,249.65	 	 	 	226,669.29	 	 	 	2,879,165.43	 	 	 	2,903,661.48	 	 	 	(24,496.05	)
	108340015201 Second Person -IL-Rental	 	 	3,782.90	 	 	 	3,735.00	 	 	 	2,851.16	 	 	 	42,499.06	 	 	 	42,840.00	 	 	 	(340.94	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Rental	 	 	235,659.91	 	 	 	233,984.65	 	 	 	229,520.45	 	 	 	2,921,664.49	 	 	 	2,946,501.48	 	 	 	(24,836.99	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total MSFs	 	 	411,278.59	 	 	 	408,267.65	 	 	 	404,281.45	 	 	 	5,068,100.49	 	 	 	5,082,066.80	 	 	 	(13,966.31	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IL Other Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108340020001 Lease Fees	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108340025001 Garage Fees	 	 	1,688.71	 	 	 	1,700.00	 	 	 	1,850.00	 	 	 	58,463.51	 	 	 	69,987.00	 	 	 	(11,523.49	)
	108340060001 Community Fee-IL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	28,000.00	 	 	 	36,000.00	 	 	 	(8,000.00	)
	108340510001 Apt. Discounts-IL - EF	 	 	(1,460.55	)	 	 	(150.40	)	 	 	-	 	 	 	(31,299.95	)	 	 	(40,485.00	)	 	 	9,185.05	 
	108344444101 Loss to Lease-IL - EF	 	 	(1,528.50	)	 	 	(1,528.50	)	 	 	(1,283.95	)	 	 	(5,144.95	)	 	 	(4,128.00	)	 	 	(1,016.95	)
	108340510201 Apt. Discounts - IL - Rental	 	 	(1,446.50	)	 	 	(492.00	)	 	 	(492.00	)	 	 	(48,980.50	)	 	 	(59,850.00	)	 	 	10,869.50	 
	108344444201 Loss to Lease-IL - Rental	 	 	(5,945.00	)	 	 	(4,654.43	)	 	 	(5,329.04	)	 	 	(21,264.47	)	 	 	(16,698.00	)	 	 	(4,566.47	)
	108340710001 Additional Meal Income-IL	 	 	1,833.11	 	 	 	869.77	 	 	 	606.12	 	 	 	21,226.76	 	 	 	24,812.48	 	 	 	(3,585.72	)
	108340720001 Guest Meals Income-IL	 	 	2,019.00	 	 	 	2,451.65	 	 	 	2,132.79	 	 	 	28,203.44	 	 	 	28,800.00	 	 	 	(596.56	)
	108340730001 Employee Meals Income	 	 	357.00	 	 	 	765.00	 	 	 	246.00	 	 	 	5,547.00	 	 	 	5,592.00	 	 	 	(45.00	)
	108340750001 Catering Income-IL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	35,220.00	 	 	 	43,170.00	 	 	 	(7,950.00	)
	108340760001 Beverage Revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	9,900.00	 	 	 	13,200.00	 	 	 	(3,300.00	)
	108340820001 Housekeeping	 	 	75.00	 	 	 	75.00	 	 	 	75.00	 	 	 	900.00	 	 	 	900.00	 	 	 	-	 
	108340825001 Laundry Revenue	 	 	-	 	 	 	-	 	 	 	-	 	 	 	2,700.00	 	 	 	3,600.00	 	 	 	(900.00	)
	108340830001 Transportation-IL	 	 	81.00	 	 	 	113.50	 	 	 	96.50	 	 	 	2,271.00	 	 	 	2,640.00	 	 	 	(369.00	)
	108340850001 Maintenance - non taxable	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108341020001 Guest Room	 	 	-	 	 	 	-	 	 	 	1,475.00	 	 	 	7,100.00	 	 	 	7,500.00	 	 	 	(400.00	)
	108340860001 IL-EF Free Days HC Benefit	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108341030001 Beauty & Barber Non Taxable-IL	 	 	513.00	 	 	 	395.00	 	 	 	330.00	 	 	 	4,730.00	 	 	 	4,656.00	 	 	 	74.00	 
	108341030901 Beauty & Barber Contra-IL	 	 	(513.00	)	 	 	(395.00	)	 	 	(330.00	)	 	 	(4,730.00	)	 	 	(4,656.00	)	 	 	(74.00	)
	108341060001 General Store Revenue	 	 	912.99	 	 	 	1,152.89	 	 	 	1,326.16	 	 	 	13,292.04	 	 	 	13,200.00	 	 	 	92.04	 
	108341090001 Other Income-IL	 	 	144.00	 	 	 	192.00	 	 	 	150.00	 	 	 	1,926.00	 	 	 	1,920.00	 	 	 	6.00	 
	Total IL Other Revenue	 	 	(3,269.74	)	 	 	494.48	 	 	 	852.58	 	 	 	108,059.88	 	 	 	130,160.48	 	 	 	(22,100.60	)
	Total Independent Living Revenue	 	 	408,008.85	 	 	 	408,762.13	 	 	 	405,134.03	 	 	 	5,176,160.37	 	 	 	5,212,227.28	 	 	 	(36,066.91	)



 




    	110



    	 



    

 


St Andrews Village Operating Statement
ERB Opco SAV LLC


For the Period Ending March 31,
2014


 


	 	 	ACTUAL 
 January	 	 	ACTUAL 
 February	 	 	ACTUAL 
 March	 	 	Projected Y/E 
 (Actual/Budget)	 	 	2014 
 Budget	 	 	Projected 

Variance	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Health Center Private Pay:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108342010003 Semi Private Room Revenue-PP	 	 	151,589.00	 	 	 	120,854.20	 	 	 	102,520.25	 	 	 	1,323,163.45	 	 	 	1,258,520.00	 	 	 	64,643.45	 
	108342020003 Private Room Revenue-PP	 	 	110,091.25	 	 	 	93,327.10	 	 	 	92,542.60	 	 	 	1,482,008.45	 	 	 	1,574,208.50	 	 	 	(92,200.05	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Room & Board - Private	 	 	261,680.25	 	 	 	214,181.30	 	 	 	195,062.85	 	 	 	2,805,171.90	 	 	 	2,832,728.50	 	 	 	(27,556.60	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108340720003 Guest Meals Income-SNF	 	 	1,090.75	 	 	 	1,036.00	 	 	 	904.61	 	 	 	12,175.36	 	 	 	12,192.00	 	 	 	(16.64	)
	108340830003 Transportation-SNF	 	 	15.00	 	 	 	22.50	 	 	 	27.50	 	 	 	353.00	 	 	 	384.00	 	 	 	(31.00	)
	108341030003 Beauty & Barber Non Taxable-SNF	 	 	879.00	 	 	 	739.00	 	 	 	762.00	 	 	 	7,825.00	 	 	 	7,260.00	 	 	 	565.00	 
	108341030903 Beauty & Barber Contra-SNF	 	 	(879.00	)	 	 	(739.00	)	 	 	(762.00	)	 	 	(7,825.00	)	 	 	(7,260.00	)	 	 	(565.00	)
	108341090003 Bed Hold Revenue	 	 	(202.97	)	 	 	36.00	 	 	 	-	 	 	 	5,575.03	 	 	 	7,656.00	 	 	 	(2,080.97	)
	108342630003 Drugs	 	 	1,529.31	 	 	 	-	 	 	 	10.00	 	 	 	1,539.31	 	 	 	-	 	 	 	1,539.31	 
	108342650003 Incontinent Supplies-SNF	 	 	1,133.14	 	 	 	1,165.28	 	 	 	685.60	 	 	 	2,984.02	 	 	 	-	 	 	 	2,984.02	 
	108342690003 Medical Supplies-SNF	 	 	322.00	 	 	 	302.08	 	 	 	578.00	 	 	 	14,814.58	 	 	 	18,067.50	 	 	 	(3,252.92	)
	108342700003 Wheelchair Rental - PP	 	 	(1,760.40	)	 	 	163.11	 	 	 	-	 	 	 	(1,597.29	)	 	 	-	 	 	 	(1,597.29	)
	108342710003 Specialty Bed Rental - PP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108342810003 Occupational Therapy-PP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108342820003 Physical Therapy-PP	 	 	-	 	 	 	100.00	 	 	 	-	 	 	 	100.00	 	 	 	-	 	 	 	100.00	 
	108342830003 Speech Therapy-PP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108342920003 Laboratory-PP	 	 	395.15	 	 	 	95.28	 	 	 	227.88	 	 	 	718.31	 	 	 	-	 	 	 	718.31	 
	108342930003 Medical Supplies - Other-PP	 	 	332.23	 	 	 	584.73	 	 	 	1,169.36	 	 	 	2,086.32	 	 	 	-	 	 	 	2,086.32	 
	108342940003 Oxygen-PP	 	 	723.16	 	 	 	729.72	 	 	 	629.16	 	 	 	16,602.04	 	 	 	19,272.00	 	 	 	(2,669.96	)
	108342960003 Xray-PP	 	 	480.15	 	 	 	-	 	 	 	547.36	 	 	 	1,027.51	 	 	 	-	 	 	 	1,027.51	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ancillaries - Private	 	 	4,057.52	 	 	 	4,234.70	 	 	 	4,779.47	 	 	 	56,378.19	 	 	 	57,571.50	 	 	 	(1,193.31	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Private Pay	 	 	265,737.77	 	 	 	218,416.00	 	 	 	199,842.32	 	 	 	2,861,550.09	 	 	 	2,890,300.00	 	 	 	(28,749.91	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Medicare Part A:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108142010003 Semi Private Room Revenue-MCA-A	 	 	60,552.18	 	 	 	64,566.00	 	 	 	69,630.00	 	 	 	1,219,989.43	 	 	 	1,360,106.70	 	 	 	(140,117.27	)
	108142020003 Private Room Revenue-MCA-A	 	 	49,128.00	 	 	 	53,853.00	 	 	 	71,581.00	 	 	 	174,562.00	 	 	 	-	 	 	 	174,562.00	 
	108142420003 Contractual - Room and Board-MCA-A	 	 	164,524.57	 	 	 	157,124.67	 	 	 	170,236.24	 	 	 	1,942,304.50	 	 	 	1,924,156.51	 	 	 	18,147.99	 
	108143000003 MCA-A Bad Debt (Sequestration)	 	 	(5,403.86	)	 	 	(5,425.45	)	 	 	(6,226.48	)	 	 	(66,569.00	)	 	 	(65,685.27	)	 	 	(883.73	)
	Total Room & Board - Medicare Part A	 	 	268,800.89	 	 	 	270,118.22	 	 	 	305,220.76	 	 	 	3,270,286.93	 	 	 	3,218,577.94	 	 	 	51,708.99	 



 




    	111



    	 



    

 


St Andrews Village Operating Statement
ERB Opco SAV LLC


For the Period Ending March 31,
2014


 


	 	 	ACTUAL 
 January	 	 	ACTUAL 
 February	 	 	ACTUAL 
 March	 	 	Projected Y/E 
 (Actual/Budget)	 	 	2014 
 Budget	 	 	Projected 

Variance	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108142430003 Contractual - Ancillaries-MCA-A	 	 	(230,102.07	)	 	 	(205,034.95	)	 	 	(225,113.12	)	 	 	(2,691,895.91	)	 	 	(2,695,224.20	)	 	 	3,328.29	 
	108140830003 Transport - MCA-A	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108142630003 Drugs-MCA-A	 	 	38,949.47	 	 	 	22,411.30	 	 	 	27,795.59	 	 	 	307,049.86	 	 	 	289,062.12	 	 	 	17,987.74	 
	108142690003 Medical Supplies-MCA-A	 	 	982.94	 	 	 	1,247.76	 	 	 	1,765.10	 	 	 	94,768.88	 	 	 	120,421.49	 	 	 	(25,652.61	)
	108142700003 Wheelchair Rental - MCA-A	 	 	1,664.32	 	 	 	267.32	 	 	 	440.08	 	 	 	76,588.72	 	 	 	98,457.84	 	 	 	(21,869.12	)
	108142710003 Specialty Bed Rental - MCA-A	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108142810003 Occupational Therapy-MCA-A	 	 	77,500.00	 	 	 	79,500.00	 	 	 	88,950.00	 	 	 	820,316.53	 	 	 	761,966.76	 	 	 	58,349.77	 
	108142820003 Physical Therapy-MCA-A	 	 	81,950.00	 	 	 	83,550.00	 	 	 	91,900.00	 	 	 	979,039.99	 	 	 	957,342.85	 	 	 	21,697.14	 
	108142830003 Speech Therapy-MCA-A	 	 	24,800.00	 	 	 	13,650.00	 	 	 	4,750.00	 	 	 	219,928.16	 	 	 	234,451.31	 	 	 	(14,523.15	)
	108142920003 Laboratory-MCA-A	 	 	1,685.44	 	 	 	2,177.94	 	 	 	5,220.24	 	 	 	86,155.12	 	 	 	102,244.68	 	 	 	(16,089.56	)
	108142940003 Oxygen-MCA-A	 	 	1,117.04	 	 	 	684.33	 	 	 	1,116.75	 	 	 	16,239.12	 	 	 	17,671.92	 	 	 	(1,432.80	)
	108142960003 Xray-MCA-A	 	 	1,452.86	 	 	 	1,546.30	 	 	 	3,175.36	 	 	 	91,809.52	 	 	 	113,605.20	 	 	 	(21,795.68	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ancillaries - Medicare Part A	 	 	0.00	 	 	 	(0.00	)	 	 	(0.00	)	 	 	(0.01	)	 	 	(0.03	)	 	 	0.02	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Medicare Part A	 	 	268,800.89	 	 	 	270,118.22	 	 	 	305,220.76	 	 	 	3,270,286.92	 	 	 	3,218,577.91	 	 	 	51,709.01	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Medicare Part B:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108242430003 Contractual - Ancillaries-MCA-B	 	 	(18,193.11	)	 	 	(18,571.49	)	 	 	(17,155.38	)	 	 	(280,032.06	)	 	 	(300,112.40	)	 	 	20,080.34	 
	108242630003 Drugs - MCA-B	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108242690003 Medical Supplies - MCA-B	 	 	403.14	 	 	 	510.54	 	 	 	466.05	 	 	 	1,379.73	 	 	 	-	 	 	 	1,379.73	 
	108242700003 Wheelchair Rental - MCA-B	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-	 	 	 	 	 
	108242710003 Specialty Bed Rental - MCA-B	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108242810003 Occupational Therapy-MCA-B	 	 	6,850.10	 	 	 	12,000.28	 	 	 	9,700.22	 	 	 	141,606.66	 	 	 	150,056.22	 	 	 	(8,449.56	)
	108242820003 Physical Therapy-MCA-B	 	 	29,150.60	 	 	 	24,426.79	 	 	 	24,650.54	 	 	 	372,173.67	 	 	 	390,146.16	 	 	 	(17,972.49	)
	108242830003 Speech Therapy-MCA-B	 	 	3,950.13	 	 	 	4,300.10	 	 	 	2,650.06	 	 	 	56,122.69	 	 	 	60,022.46	 	 	 	(3,899.77	)
	108243000003 MCA-B Bad Debt (Sequestration)	 	 	(182.37	)	 	 	(198.74	)	 	 	(146.89	)	 	 	(528.00	)	 	 	-	 	 	 	(528.00	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ancillaries - Medicare Part B	 	 	21,978.49	 	 	 	22,467.48	 	 	 	20,164.60	 	 	 	290,722.69	 	 	 	300,112.44	 	 	 	(8,861.75	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Medicare Part B	 	 	21,978.49	 	 	 	22,467.48	 	 	 	20,164.60	 	 	 	290,722.69	 	 	 	300,112.44	 	 	 	(8,861.75	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Insurance:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108442010003 Semi Private Room Revenue-HMO	 	 	2,321.00	 	 	 	12,238.00	 	 	 	14,981.00	 	 	 	207,327.50	 	 	 	235,638.48	 	 	 	(28,310.98	)
	108442020003 Private Room Revenue-HMO	 	 	6,383.00	 	 	 	7,812.00	 	 	 	6,220.00	 	 	 	20,415.00	 	 	 	-	 	 	 	20,415.00	 
	108442420003 Contractual - Room and Board-HMO	 	 	12,339.24	 	 	 	29,032.23	 	 	 	35,095.76	 	 	 	337,472.48	 	 	 	345,934.78	 	 	 	(8,462.30	)
	Total Room & Board - Insurance	 	 	21,043.24	 	 	 	49,082.23	 	 	 	56,296.76	 	 	 	565,214.98	 	 	 	581,573.26	 	 	 	(16,358.28	)



 




    	112



    	 



    

 


St Andrews Village Operating Statement
ERB Opco SAV LLC


For the Period Ending March 31,
2014


	 	 	ACTUAL 
 January	 	 	ACTUAL 
 February	 	 	ACTUAL 
 March	 	 	Projected Y/E 
 (Actual/Budget)	 	 	2014 
 Budget	 	 	Projected

 Variance	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108440830003 Transport - HMO	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108442430003 Contractual - Ancillaries-HMO	 	 	(20,244.91	)	 	 	(36,363.66	)	 	 	(40,065.61	)	 	 	(291,301.42	)	 	 	(257,957.76	)	 	 	(33,343.66	)
	108442630003 Drugs-HMO	 	 	2,902.51	 	 	 	2,873.97	 	 	 	3,281.89	 	 	 	27,950.87	 	 	 	25,040.01	 	 	 	2,910.86	 
	108442690003 Medical Supplies-HMO	 	 	-	 	 	 	57.00	 	 	 	159.48	 	 	 	10,710.48	 	 	 	13,908.68	 	 	 	(3,198.20	)
	108442700003 Wheelchair Rental - HMO	 	 	-	 	 	 	-	 	 	 	228.20	 	 	 	4,518.20	 	 	 	5,685.94	 	 	 	(1,167.74	)
	108442710003 Specialty Bed Rental - HMO	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108442810003 Occupational Therapy-HMO	 	 	5,600.00	 	 	 	11,950.00	 	 	 	16,300.00	 	 	 	90,764.95	 	 	 	75,434.72	 	 	 	15,330.23	 
	108442820003 Physical Therapy-HMO	 	 	5,900.00	 	 	 	12,500.00	 	 	 	16,150.00	 	 	 	106,058.52	 	 	 	94,776.96	 	 	 	11,281.56	 
	108442830003 Speech Therapy-HMO	 	 	4,900.00	 	 	 	8,100.00	 	 	 	2,200.00	 	 	 	32,712.27	 	 	 	23,210.66	 	 	 	9,501.61	 
	108442920003 Laboratory-HMO	 	 	346.04	 	 	 	680.69	 	 	 	1,331.06	 	 	 	11,267.79	 	 	 	11,809.26	 	 	 	(541.47	)
	108442940003 Oxygen-HMO	 	 	124.62	 	 	 	202.00	 	 	 	236.00	 	 	 	1,717.62	 	 	 	1,530.83	 	 	 	186.79	 
	108442960003 Xray-HMO	 	 	471.74	 	 	 	-	 	 	 	178.98	 	 	 	5,600.72	 	 	 	6,560.70	 	 	 	(959.98	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ancillaries - Other Insurance	 	 	(0.00	)	 	 	(0.00	)	 	 	(0.00	)	 	 	0.00	 	 	 	0.00	 	 	 	(0.00	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Other Insurance	 	 	21,043.24	 	 	 	49,082.23	 	 	 	56,296.76	 	 	 	565,214.98	 	 	 	581,573.26	 	 	 	(16,358.28	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Health Center Revenue	 	 	577,560.39	 	 	 	560,083.93	 	 	 	581,524.44	 	 	 	6,987,774.68	 	 	 	6,990,563.61	 	 	 	(2,260.93	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Assisted Living	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Private Pay:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108340010002 First Person Monthly Service Fees-	 	 	197,796.77	 	 	 	215,252.67	 	 	 	201,490.32	 	 	 	2,412,697.62	 	 	 	2,388,110.66	 	 	 	24,586.96	 
	108340015002 Second Person Fees-AL	 	 	600.00	 	 	 	600.00	 	 	 	600.00	 	 	 	18,000.00	 	 	 	21,900.00	 	 	 	(3,900.00	)
	108340035002 Level of Care 1	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108340040002 Level of Care 2	 	 	5,938.71	 	 	 	6,514.91	 	 	 	7,707.66	 	 	 	78,087.53	 	 	 	74,145.60	 	 	 	3,941.93	 
	108340045002 Level of Care 3	 	 	17,570.96	 	 	 	17,008.59	 	 	 	12,093.89	 	 	 	233,439.64	 	 	 	243,230.40	 	 	 	(9,790.76	)
	108340046002 Level of Care 4	 	 	3,340.33	 	 	 	4,964.52	 	 	 	4,750.00	 	 	 	49,683.05	 	 	 	47,674.80	 	 	 	2,008.25	 
	108340060002 Community Fee-AL	 	 	-	 	 	 	-	 	 	 	2,000.00	 	 	 	23,000.00	 	 	 	27,000.00	 	 	 	(4,000.00	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Room & Board - Private Pay	 	 	225,246.77	 	 	 	244,340.69	 	 	 	228,641.87	 	 	 	2,814,907.84	 	 	 	2,802,061.46	 	 	 	12,846.38	 



 




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St Andrews Village Operating Statement
ERB Opco SAV LLC


For the Period Ending March 31,
2014


	 	 	ACTUAL
    
 January	 	 	ACTUAL
    
 February	 	 	ACTUAL
    
 March	 	 	Projected
    Y/E 
 (Actual/Budget)	 	 	2014
    
 Budget	 	 	Projected

 Variance	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108340510002 Apt. Discounts-AL	 	 	(4,571.61	)	 	 	(4,520.00	)	 	 	(5,455.48	)	 	 	(62,427.09	)	 	 	(63,840.00	)	 	 	1,412.91	 
	108344444102 Loss to Lease-AL	 	 	(1,600.00	)	 	 	(1,600.00	)	 	 	-	 	 	 	(3,235.00	)	 	 	(2,644.00	)	 	 	(591.00	)
	108340710002 Additional Meal Income-AL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108340720002 Guest Meals Income-AL	 	 	499.50	 	 	 	512.82	 	 	 	505.58	 	 	 	5,825.90	 	 	 	5,777.00	 	 	 	48.90	 
	108340750002 Catering Income-AL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	108340810002 AIL-Medication Mgt	 	 	9,399.51	 	 	 	10,178.75	 	 	 	9,860.47	 	 	 	122,048.73	 	 	 	123,480.00	 	 	 	(1,431.27	)
	108340830002 Transportation-AL	 	 	48.50	 	 	 	31.50	 	 	 	30.50	 	 	 	1,208.50	 	 	 	1,464.00	 	 	 	(255.50	)
	108341030002 Beauty & Barber Non Taxable-AL	 	 	1,031.00	 	 	 	1,015.00	 	 	 	1,130.00	 	 	 	15,974.00	 	 	 	17,064.00	 	 	 	(1,090.00	)
	108341030902 Beauty & Barber Contra-AL	 	 	(1,031.00	)	 	 	(1,015.00	)	 	 	(1,130.00	)	 	 	(15,974.00	)	 	 	(17,064.00	)	 	 	1,090.00	 
	108341090002 Other Income-AL	 	 	-	 	 	 	-	 	 	 	-	 	 	 	1,530.00	 	 	 	2,040.00	 	 	 	(510.00	)
	108342060002 Respite Care	 	 	8,835.00	 	 	 	1,085.00	 	 	 	(1,085.00	)	 	 	34,440.00	 	 	 	34,140.00	 	 	 	300.00	 
	108342650002 Incontinent Supplies-AL	 	 	345.97	 	 	 	963.39	 	 	 	(1,320.97	)	 	 	6,288.39	 	 	 	8,400.00	 	 	 	(2,111.61	)
	108342690002 Medical Supplies-AL	 	 	-	 	 	 	-	 	 	 	49.10	 	 	 	1,192.10	 	 	 	1,524.00	 	 	 	(331.90	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Other Revenue - Private
    Pay	 	 	12,956.87	 	 	 	6,651.46	 	 	 	2,584.20	 	 	 	106,871.53	 	 	 	110,341.00	 	 	 	(3,469.47	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Private Pay	 	 	238,203.64	 	 	 	250,992.15	 	 	 	231,226.07	 	 	 	2,921,779.37	 	 	 	2,912,402.46	 	 	 	9,376.91	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Assisted Living Revenue	 	 	238,203.64	 	 	 	250,992.15	 	 	 	231,226.07	 	 	 	2,921,779.37	 	 	 	2,912,402.46	 	 	 	9,376.91	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Home Health Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108344444106 Home Health-Companion
    Revenue	 	 	10,556.50	 	 	 	7,065.68	 	 	 	9,049.07	 	 	 	26,671.25	 	 	 	-	 	 	 	26,671.25	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Other Operating Revenue	 	 	10,556.50	 	 	 	7,065.68	 	 	 	9,049.07	 	 	 	26,671.25	 	 	 	-	 	 	 	26,671.25	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Operating Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	100049010000 Space Rentals	 	 	11,542.50	 	 	 	15,532.50	 	 	 	13,402.50	 	 	 	148,947.54	 	 	 	143,586.72	 	 	 	5,360.82	 
	100049020000 Retail Space CAM
    Reimbursement Rev	 	 	583.34	 	 	 	583.34	 	 	 	583.34	 	 	 	19,723.02	 	 	 	23,964.00	 	 	 	(4,240.98	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Other Operating Revenue	 	 	12,125.84	 	 	 	16,115.84	 	 	 	13,985.84	 	 	 	168,670.56	 	 	 	167,550.72	 	 	 	1,119.84	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Operating Revenue	 	 	1,246,455.22	 	 	 	1,243,019.73	 	 	 	1,240,919.45	 	 	 	15,281,056.23	 	 	 	15,282,744.07	 	 	 	(1,159.84	)



 




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	Schedule 4.17	Condition of the Property – Personal Property not in good working
    order
	 	 
	 	Reference to All furnishings, fixtures, and equipment owned
    by Seller and listed on Schedule 2.1(b) (collectively, the “Personal Property”).
	 	 
	 	None


 




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Schedule 4.23


 


Exception to
Seller Ownership


 


None.


 




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Schedule 4.24         Title
Encumbrances. Except as described on Schedule 4.24, to Seller’s Knowledge, neither Seller nor Tenant, is in default under
any of their material obligations under any recorded agreement, easement or instrument encumbering title to the Property, and
Seller has no Knowledge of any material default on the part of any other party thereto.


 


1) Per the St Andrew’s ALTA
survey completed October 26, 2012, a portion of the electric conduit between two parking lot lights on the north side of the skilled
nursing building encroaches approximately seven feet onto the neighboring property (to the north) for a distance of approximately
100 feet.


 




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Schedule 4.25         Affordable
Housing Units. Except as described on Schedule 4.25, no bedroom or unit in the Property
is leased or reserved for lease as an affordable housing unit or for low- or moderate-income residents. Except as described on
Schedule 4.25, the Property is not required to lease or reserve any unit or bedroom as an affordable housing unit or bedroom or
for low-income or moderate-income residents pursuant to a presently existing agreement or Applicable Law.


 


None


 




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	Schedule 4.27	Loans. Except as otherwise described on Schedule 4.27, there are no loans
    secured by the Property
	 	 
	 	1)  Capital One Bank first mortgage loan dated December 21, 2012 secured by the Property
    with an outstanding principal balance of $11,443,598 as of March 31, 2014
	 	 
	 	2)  TCF Equipment Finance, Inc., promissory note dated October 12, 2012 secured by a 2013
    Ford E350 Xpress Bus, VIN #1FDWE3FL8CDB13170 with a current outstanding balance of approximately $33,951 as of March 31, 2014


 




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Schedule 4.29         Broker’s
or Finder’s Fees. Except as provided on Schedule 4.29, no agent, broker, investment banker or other person or firm acting
on behalf of or under the authority of Seller or any Affiliate of Seller is or will be entitled to any broker’s or finder’s
fee or any other commission or similar fee, directly or indirectly, in connection with the transactions contemplated by this Agreement.
This Section 4.29 shall survive the Closing or the expiration or any termination of this Agreement.


 


1) Vant-Age Pointe Capital Management,
Inc., dated August 26, 2013 – brokerage commission due upon sale from Seller


 




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Schedule 6.12         Exemptions
to Non-Compete. Any properties currently under


management and/or ownership by
Seller or its Affiliates, a list of which are more particularly set forth on Schedule 6.12


 


None


 




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	EXHIBIT A	Legal Description of the Property
	 	 
	 	Street Address: 13801 E. Yale Ave, Aurora, Colorado
	 	 
	 	Legal Description:
	 	Lot 1,
	 	Block 1,
	 	Southeast Crossing Subdivision Filing No. 7,
	 	 
	 	County of Arapahoe, 
	 	State of Colorado.
	 	 
	 	A.P.N. APN - 1975-30-3-27-001


 




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B. Exhibit


List of Required
Due

Diligence Items for the Property


 




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	Due Diligence Checklist	 	
	Transaction:	St. Andrews Village
	Property:	St. Andrews Village
	Checklist as of:	12/20/13	 


 


	#	 	Description	 	Party	 	Status
	1.02 FINANCIAL STATEMENTS & BUDGETS
	1.02.01	 	Tenant / Operator certified and audited (if available) financials for 2 years
    and last quarter - P&L, Balance Sheet, Cash Flows, etc.	 	Seller	 	Complete
	1.02.02	 	Property level certified and audited (if available) financials for 3 years
    and last quarter - P&L, Balance Sheet, Cash Flows, etc.	 	Seller	 	Complete
	1.02.03	 	Guarantor certified and audited (if available) financials for 3 years and
    last quarter - P&L, Balance Sheet, Cash Flows, etc.	 	Seller	 	Requested
	1.02.06	 	2014 Operating Budget	 	Seller	 	Complete
	1.02.07	 	Unaccrued & unpaid brokers commissions prior to purchase	 	Seller	 	N/A
	1.02.09	 	3 years historical capital expenditures	 	Seller	 	Complete
	1.02.10	 	2014 Capex Budget	 	Seller	 	Complete
	1.02.11	 	Debt schedule	 	Seller	 	N/A
	1.02.12	 	Use of proceeds	 	Seller	 	N/A
	1.02.13	 	Schedule of current discounts, programs, amounts and expiration	 	Seller	 	Complete
	1.02.14	 	Current accounts receivables report	 	Seller	 	Requested
	1.02.15	 	Current accounts payable report	 	Seller	 	Requested
	1.02.16	 	General Ledger for prior 2 years and YTD	 	Seller	 	Requested
	1.02.17	 	Schedule of occupancy for the past 3 years	 	Seller	 	Complete
	1.02.18	 	Copy of utility bills for the previous 12 months	 	Seller	 	Complete
	1.02.19	 	Bank Statements for the previous 12 months	 	Seller	 	Requested
	1.02.20	 	Current Billing Statement for each resident	 	Seller	 	Complete
	1.02.21	 	Schedule of Security Deposits	 	Seller	 	Pending
	1.03 LEGAL AND REGULATORY COMPLIANCE
	1.03.01	 	Litigation and other claims occurring, pending or threatened during the last
    3 years and reserves accrued for such items (inclusive of closing date)	 	Seller	 	N/A
	1.03.02	 	Business / Occupational license	 	Seller	 	Complete
	1.03.03	 	Health inspection report	 	Seller	 	Complete
	1.03.04	 	Boiler certificates	 	Seller	 	Complete
	1.03.05	 	Elevator certificates	 	Seller	 	Complete
	1.03.06	 	Fire inspection report	 	Seller	 	Complete
	1.03.07	 	Underground storage tanks registration	 	Seller	 	Requested
	1.03.08	 	Copy of assisted living license and/or other healthcare license required (certificate
    of need)	 	Seller	 	Complete
	1.03.09	 	CHOW/Explanation and timing on change of ownership requirements	 	Seller	 	N/A
	1.03.10	 	Most recent 2 prior years regulatory surveys, statements of deficiencies and
    plan of correction	 	Seller	 	Requested
	1.03.11	 	Foreclosure Documentation	 	Seller	 	N/A
	1.04 INSURANCE POLICIES AND/OR CERTIFICATES
	1.04.01	 	Property / casualty - all risk (100% replacement value)	 	Seller	 	Complete
	1.04.02	 	Liability - public and comprehensive
        (general, professional and worker's comp.)

        Limits: $1,000,000 / $3,000,000
	 	Seller	 	Complete
	1.04.03	 	Builders risk (w.r.t. GC and the Project)	 	Seller	 	N/A
	1.04.04	 	Business interruption/rental income (12 mos.)	 	Seller	 	Complete
	1.04.05	 	Flood (if in Flood Hazard zone) with Flood Zone Certificate	 	Seller	 	Requested
	1.04.06	 	Earthquake	 	Seller	 	Complete
	1.05 REAL ESTATE RELATED
	1.05.01	 	Letter of Intent	 	Seller	 	Complete
	1.05.03	 	Existing Project Acquisition Documents (including prior contracts and appraisals)	 	Seller	 	N/A
	1.05.09	 	Reciprocal Easement Agreement or Declaration of Covenants Conditions &
    Restrictions	 	Seller	 	N/A
	1.05.10.03	 	Tenant Estoppel(s) and Consents	 	Seller	 	Requested
	1.05.10.04	 	SNDA(s)	 	 	 	N/A
	1.05.11	 	Franchise Agreement(s)	 	 	 	N/A
	1.05.12	 	Waiver ROFR	 	 	 	N/A
	1.05.14.01	 	Prior survey	 	Seller	 	Complete
	1.05.14.03	 	Evidence of Ingress and Egress	 	Seller	 	N/A
	1.05.14.04	 	Wetlands Delineation	 	Seller	 	N/A
	1.05.15.01	 	Prior Title Insurance Policy	 	Seller	 	Requested
	1.05.16.01	 	Existing Property Condition Reports	 	Seller	 	Requested
	1.05.17.01	 	Existing Environmental Reports (including Asbestos)	 	Seller	 	Complete
	1.05.22	 	Property Photos	 	Seller	 	Complete
	1.05.23	 	Property System Documentation:	 	 	 	 
	1.05.23.1	 	Fire alarm system, age and copy of last inspection	 	Seller	 	Requested
	1.05.23.2	 	Call system, age and warranty	 	Seller	 	Requested


 




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	Due Diligence Checklist	 	
	Transaction:	St. Andrews Village
	Property:	St. Andrews Village
	Checklist as of:	12/20/13	 


 





	#	 	Description	 	Party	 	Status
	

        1.05.24
	 	

        Notice of any building code,
        parking or other violations
		

        Seller
	 	N/A

	1.05.25	 	Existing radon reports	 	Seller	 	N/A
	1.06 TAXES AND ASSESSMENTS
	1.06.02	 	Evidence of payment of current personal property taxes	 	Seller	 	Complete
	1.06.03	 	Evidence of payment of current intangible property taxes	 	Seller	 	N/A
	1.06.04	 	Evidence of payment of current condominium assessment or CAM fees	 	Seller	 	N/A
	1.06.05	 	Income Tax Returns for 2 yrs for Tenant / Operator	 	Seller	 	N/A
	1.06.06	 	Income Tax Returns for 2 yrs for Guarantor	 	Seller	 	N/A
	1.06.07	 	Pilot Program Information	 	Seller	 	N/A
	1.07 BUILDING / ENGINEERING / ARCHITECTURAL
	1.07.01	 	Certificate of occupancy	 	Seller	 	Complete
	1.07.02	 	Site plans	 	Seller	 	Complete
	1.07.03	 	Engineering Schematics	 	Seller	 	Complete
	1.07.04	 	Architectural plans	 	Seller	 	Complete
	1.07.05	 	Elevation renderings	 	Seller	 	Complete
	1.07.06	 	Electrical plans	 	Seller	 	Complete
	1.07.07	 	Mechanical / HVAC renderings	 	Seller	 	Complete
	1.07.08	 	Interior renderings/plans	 	Seller	 	Complete
	1.07.09	 	Unit renderings / plans	 	Seller	 	Complete
	1.07.10	 	Breakout of livable and non-livable square footage	 	Seller	 	Complete
	1.07.11	 	Existing roofing or other structural studies	 	Seller	 	Complete
	1.08 MANAGEMENT AND OPERATIONS
	1.08.02	 	Certified Rent Roll	 	Seller	 	Complete
	1.08.03	 	List of furniture, fixtures & equipment (FF&E) (inception through
    current)	 	Seller	 	Pending
	1.08.04	 	Schedule of any personal property	 	Seller	 	Pending
	1.08.05	 	Service / Vendor Contracts	 	Seller	 	Complete
	1.08.06	 	Brokerage Agreements (leasing of retail)	 	Seller	 	Requested
	1.08.07	 	Schedule of preventative maintenance	 	Seller	 	Requested
	1.08.08	 	Emergency management plan (Disaster Recovery)	 	Seller	 	Complete
	1.08.09	 	Medical/biological/hazardous waste handling agreements	 	Seller	 	Complete
	1.08.10	 	Resident Agreements	 	Seller	 	Complete
	1.08.11	 	Information on the Manager (list of properties under management, management
    bios, etc.)	 	Seller	 	Complete
	1.08.12	 	Resident/Family/Employee Satisfaction Surveys	 	Seller	 	Requested
	1.08.13	 	List of all 1099 employees	 	Seller	 	Complete
	1.08.14	 	Schedule of rent concessions or any other discounted services by resident	 	Seller	 	Complete
	1.08.15	 	Schedule of worker's comp claims history for the last 3 years	 	Seller	 	Requested
	1.08.16	 	Schedule of related party transactions	 	Seller	 	Pending
	1.08.17	 	Schedule of approved home health care vendors registered to operate in the
    building	 	Seller	 	Complete
	1.08.18	 	Resident Entrance Fee Agreements	 	Seller	 	Complete
	1.09 CORPORATE AND LEGAL FOR THE SELLER
	1.09.01	 	Litigation, liens, claims or encumbrances affecting the property currently
    or at any time during the past three years.	 	Seller	 	Pending
	1.09.02	 	Secretary's / Officer's Certificate with:	 	Seller	 	Pending
	1.09.02.01	 	Certificate of Formation or Incorporation or Articles of Organization and
    any Amendments	 	Seller	 	Pending
	1.09.02.02	 	Bylaws / LLC Agreement / LP Agreement and any amendments	 	Seller	 	Pending
	1.09.02.03	 	Good Standing Certificate	 	Seller	 	Pending
	1.09.02.04	 	Certificate of Authority to do Business	 	Seller	 	Pending
	1.09.02.05	 	Certificate of Incumbency	 	Seller	 	Pending
	1.09.02.06	 	Resolutions	 	Seller	 	Pending
	1.09.03	 	Federal EIN	 	Seller	 	Pending
	1.11 CORPORATE AND LEGAL FOR GUARANTOR
	1.11.01	 	Litigation, liens, claims or encumbrances affecting the property currently
    or at any time during the past three years.	 	Seller	 	Requested
	1.11.02	 	Secretary's / Officer's Certificate with:	 	Seller	 	Pending
	1.11.02.01	 	Certificate of Formation or Incorporation or Articles of Organization and
    any Amendments	 	Seller	 	Pending
	1.11.02.02	 	Bylaws / LLC Agreement / LP Agreement and any amendments	 	Seller	 	Pending
	1.11.02.03	 	Good Standing Certificate	 	Seller	 	Pending
	1.11.02.04	 	Certificate of Authority to do Business	 	Seller	 	Pending
	1.11.02.05	 	Certificate of Incumbency	 	Seller	 	Pending
	1.11.02.06	 	Resolutions	 	Seller	 	Pending
	1.11.03	 	Federal EIN	 	Seller	 	Pending


 




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	Due Diligence Checklist	 	
	Transaction:	St. Andrews Village
	Property:	St. Andrews Village
	Checklist as of:	12/20/13	 


 


	#	 	Description	 	Party	 	Status
	1.13.29	 	Estoppel Letter for Contractors (not subcontractors)	 	Seller	 	Pending
	1.13.30	 	Final Lien Waivers	 	Seller	 	Pending
	1.13.31	 	Certificate of Substantial Completion	 	Seller	 	Pending
	1.13.32	 	Concurrency Certificate (upon completion of vertical improvements)	 	Seller	 	Pending


 


	 	 	Seller Organization Chart	 	 	 	Requested
	 	 	Manager Organization Chart (needs EINs for all entities up the chain)	 	 	 	Requested
	 	 	Tenant Organization Chart (need EINs for all entities up the chain)	 	 	 	Complete
	 	 	Former and Current Executive Director Resumes	 	 	 	Complete


 




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C. Exhibit


Form of Bill
of Sale


 




    	127



    	 



    

 


BILL OF SALE


 


This Bill of
Sale is made this ___ day of May, 2014 by and among ERB PROPCO SAV, LLC, a Delaware limited liability company (the “Seller”)
in favor of SENTIO STAV LANDLORD, LLC, a Delaware limited liability company (the “Buyer”).


 


This Bill of
Sale is made pursuant to that certain Purchase and Sale Agreement (the “Purchase Agreement”) by and between
Buyer and Seller which provides for the purchase and sale of substantially all of the assets, and the assumption of certain specified
liabilities, related to the senior living facility known as St. Andrew’s Facility. Capitalized terms used but not defined
in this Bill of Sale shall have the meanings set forth in the Purchase Agreement.


 


In fulfillment
of certain obligations of Seller pursuant to the Purchase Agreement, Seller desires to sell, convey, transfer, assign and deliver
to Buyer, and Buyer desires to purchase, acquire and accept from Seller, all of Seller’s right, title and interest, to the
extent assignable, in, to and under the Property located at or about any part of the real property identified in Exhibit A
attached hereto (the “Purchased Assets”).


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and
conditions of the Purchase Agreement, it is hereby agreed that:


 


1.         Seller
hereby sells, conveys, transfers, assigns and delivers to Buyer all of Seller’s right, title and interest in, to and under
the Purchased Assets free of all Liens other than the Permitted Exceptions and Permitted Liens. Buyer hereby purchases, acquires
and accepts from the Seller such Purchased Assets.


 


2.         Nothing
expressed or implied in this Bill of Sale shall be deemed to be an assumption by the Buyer of any liabilities of the Seller. The
terms and provisions of the assumption of liabilities by the Buyer are set forth in the Purchase Agreement.


 


3.         The
terms and provisions of this Bill of Sale are intended solely for the benefit of the parties hereto and their respective successors
and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights, and this Bill of Sale
does not confer any such rights upon any other person.


 


4.         The
construction and performance of this Bill of Sale shall be governed by the laws of the State of Colorado without regard to its
principles of conflict of law, as set forth in Section 12.6 of the Purchase Agreement, and, as applicable, federal law.


 


5.         Delivery
of an executed signature page of this Bill of Sale by facsimile or other electronic transmission shall be effective as delivery
of a manually executed original signature page of this Bill of Sale. This Bill of Sale may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.


 




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IN WITNESS
WHEREOF, the parties have duly executed this Bill of Sale as of the day and year first above written.


 


	SELLER:  	 
	 	 
	ERB PROPCO SAV, LLC	 
	 	 
	By:	ERB PROPCO HOLDCO I LLC
	Its:	Sole Member
	 	 
	By:	ERB SENIOR LIVING, L.L.C.
	Its:	Sole Member
	 	 
	By:	EVERGREENSLP, LLC
	Its:	Manager
	 	 
	By:	/s/ Brian E. Dowd 
	Name:	Brian E. Dowd
	Title:	Chief Financial Officer


 


BUYER:  


 


SENTIO STAV LANDLORD, LLC


 


	By:	/s/ John Mark Ramsey 


Name: John Mark Ramsey Title: Authorized
Signatory


 


[Signature
Page to Bill of Sale]


 




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EXHIBIT A


 


LOCATIONS
OF PURCHASED ASSETS


 


		1.	13801 East Yale Avenue, Aurora,
Colorado.



 




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D. Exhibit


Form of Holdback
Escrow Agreement


 




    	131



    	 



    

 


HOLDBACK
ESCROW AGREEMENT


 


This HOLDBACK
ESCROW AGREEMENT (the “Escrow Agreement”) is dated this ___ day of , 2014, by and among SENTIO STAV LANDLORD,
LLC, a Delaware limited liability company (“Buyer”), and ERB PROPCO SAV LLC, a Delaware limited liability company,
(“Seller,” and together with Buyer, the “Parties,” and individually, a “Party”),
and Stewart Title Guaranty Company, as escrow agent (the “Escrow Agent”).


 


WHEREAS, Buyer
and Seller entered into that certain Purchase and Sale Agreement dated as of _____ __, _____, as amended (the “Purchase
Agreement”). Capitalized terms used but not defined in this Escrow Agreement shall have the meanings set forth in the
Purchase Agreement;


 


WHEREAS, the
Parties desire to establish an escrow account pursuant to the terms and conditions set forth herein, as contemplated by Section
10.5 of the Purchase Agreement, to be funded with $2,000,000.00 of the Purchase Price set forth in the Purchase Agreement, to
be held in escrow as a non-exclusive source of payment to Buyer for any obligations of Seller under the Purchase Agreement to
which Buyer may become entitled (the “Seller Obligations”); and


 


WHEREAS, the
Parties acknowledge that the Escrow Agent is a party to the Purchase Agreement.


 


NOW THEREFORE,
for and in consideration of the premises, and other good and valuable consideration, the receipt, adequacy, and sufficiency of
which are hereby acknowledged, the Parties and the Escrow Agent hereby agree as follows:


 


1.         Receipt
of Escrowed Funds. On the date hereof, Seller shall deliver to the Escrow Agent Two Million and No/100 Dollars ($2,000,000.00)
in immediately available funds (the “Escrow Property”) and the Escrow Agent shall deposit the Escrow Property
into an escrow account (the “Escrow Account”). Escrow Agent shall release the Escrow Property only as provided
below.


 


2.         Investments.


 


(a)         The
Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any interest income thereon
as set forth in Exhibit A hereto, or as set forth in any subsequent written instruction signed by both Buyer and Seller.
Any interest earnings and income on the Escrow Property shall belong to Seller but shall be disbursed as though it were a part
of the Escrow Property in accordance with Section 3 of this Escrow Agreement.


 


(b)         The
Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments
or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss
which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Escrow Agent is hereby
authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual
capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or
for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing
investment supervision, recommendations, or advice.


 




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3.         Disbursements.
Provided no claims for Seller Obligations are then pending (each,


a “Claim”),
the Escrow Property shall be released to Seller as soon as reasonably practicable fifteen (15) months after the date hereof
(the “Expiration Date”), subject to receipt by the Escrow Agent of Seller’s payment information. Any
Claim shall be submitted and dealt with as set forth below:


 


(a)The
Buyer shall be entitled to submit to the Escrow Agent one or more Claims to all or any portion of the Escrow Property relating
to one or more Claims for Seller Obligations that may arise under the Purchase Agreement and prior to the Expiration Date.


 


(b)The
Buyer shall notify the Seller and the Escrow Agent in writing (the “Claim Notice”) of a Claim promptly after
the occurrence of any matter that the Buyer has determined has given rise to or could give rise to Seller Obligations pursuant
to the Purchase Agreement. The Claim Notice shall state the amount of the Claim and the specific reasons and facts underlying
the Claim.


 


(c)The
Seller may contest all or a portion of a Claim in good faith by giving the Buyer and the Escrow Agent written notice of such contest
within thirty (30) calendar days of receipt of the Claim Notice (the “Contest Notice”). The Contest Notice
shall include a statement of the grounds of such contest. Such right to contest shall terminate if no Contest Notice is provided
within such thirty (30) calendar day period. If no Contest Notice is provided within such thirty (30) calendar day period or if
a Contest Notice is provided within such thirty (30) calendar day period relating to a portion of the Claim, then, as soon as
reasonably practicable after the expiration of such thirty (30) calendar day period, the amount of the Claim as set forth in the
Claim Notice, or the uncontested portion thereof, as applicable, shall as soon as reasonably practicable (but in no event later
than the third (3rd) business day after the expiration of such thirty (30) calendar day period) be paid by the Escrow Agent to
the Buyer without further notice or direction to the Escrow Agent subject to receipt by the Escrow Agent of Buyer’s payment
information. If the Contest Notice is provided within such thirty (30) calendar day period, the Escrow Agent shall not pay the
contested portion of the Claim to the Buyer or the Seller, except as set forth in Section 3(d) or Section 3(e) below, or pursuant
to court order as provided in Section 16.


 


(d)If
the Seller contests all or a portion of the Claim pursuant to Section 3(c) and the contested Claim or portion thereof is settled
by written agreement of the Buyer and the Seller, the Buyer and the Seller shall promptly notify the Escrow Agent of such settlement
by a written direction executed jointly by the Buyer and the Seller directing the Escrow Agent to take or refrain from taking
an action (a “Joint Written Direction”), and any amount specified in the Joint Written Direction shall as soon
as reasonably practicable (but in no event later than the third (3rd) Business Day after receipt by the Escrow Agent of the Joint
Written Direction) be paid by the Escrow Agent to the Buyer, the Seller or others, as applicable, in accordance with the Joint
Written Direction.


 




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(e) If the
Seller contests all or a portion of the Claim pursuant to Section 3(c) and the contested Claim or portion thereof is not settled
by a Joint Written Direction, the Buyer shall have the right at any time prior to the later of (i) the business day prior to the
Expiration Date, and (ii) the fourth (4th) business day after the Buyer’s receipt of its copy of the Contest Notice (the
“Contest Period”), to in good faith object to the release of all or any portion of the Claim, by delivering
to the Escrow Agent written notice (an “Objection Notice”), with a copy thereof sent contemporaneously to the
Seller, setting forth (i) a description, with reasonable specificity, of the basis for such objection, and (ii) the portion of
the Claim that is being objected to or that the entire Claim is being objected to (a “Disputed Claim Amount”).
The copy of the Objection Notice delivered to the Escrow Agent shall include a certification to the Escrow Agent that a copy
of the Objection Notice also has been delivered to the Seller. The Escrow Agent may rely conclusively on the Objection Notice
that the Escrow Agent receives hereunder and it will be presumed that the Objection Notice satisfies the conditions set forth
herein. Furthermore, the Escrow Agent shall have no responsibility to determine if the Objection Notice satisfies any conditions
set forth in the Purchase Agreement for disputing a claim pursuant to the Purchase Agreement or that a copy of the Objection Notice
was sent to or received by the Seller. Thereafter, the Escrow Agent shall continue to hold the Disputed Claim Amount pursuant
to the provisions of this Escrow Agreement, until the Escrow Agent receives a Joint Written Direction as to the distribution of
the Disputed Claim Amount, or court order as allowed pursuant to Section 16. For the avoidance of doubt, if Buyer fails to deliver
a timely Objection Notice to the Escrow Agent, then the portion of the Claim that was contested pursuant to Section 3(c) shall
be disbursed by the Escrow Agent to the Seller on the Expiration Date, subject to receipt by the Escrow Agent of Seller’s
payment information.


 


4.         Intentionally
Deleted.


 


5.         Income
Tax Allocation and Reporting.


 


(a)         The
Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as
of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned
by Seller, whether or not such income was disbursed during such calendar year.


 


(b)         Prior
to the date hereof, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate
forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such tax
reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned
on the investment of the Escrow Property.


 




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(c)         To
the extent that the Escrow Agent becomes liable for the payment of any taxes


in respect
of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible
from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from
and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on
or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense
was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section
5(c) is in addition to the indemnification provided in Section 12 and shall survive the resignation or removal of the Escrow Agent
and the termination of this Escrow Agreement.


 


6.         Termination.
Provided no Claims are then pending, this Escrow Agreement shall terminate on the Expiration Date, at which time the Escrow
Agent is authorized and directed to disburse, in accordance with Section 3, any remaining Escrow Property which has not previously
been disbursed in accordance with Section 3, and thereafter this Escrow Agreement shall be of no further force and effect except
that the provisions of Sections 5(c), 12 and 13 hereof shall survive termination. In the event that any Claims are pending on
the Expiration Date, the Escrow Agent is authorized and directed to disburse, in accordance with Section 3, any remaining Escrow
Property which has not previously been disbursed less the amount of the pending Claims, in accordance with Section 3. Upon resolution
of any such pending Claims, the Escrow Agent is authorized and directed to disburse, in accordance with Section 3, any remaining
Escrow Property which has not previously been disbursed, and thereafter this Escrow Agreement shall be of no further force and
effect except that the provisions of Sections 5(c), 12 and 13 hereof shall survive termination.


 


7.         Scope
of Responsibility. Under no circumstance will the Escrow Agent be deemed to be a fiduciary to any Party or any other person
under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance
with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and
conditions of any other agreement, instrument, or document other than the Purchase Agreement and this Escrow Agreement, whether
or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty
to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References
in this Escrow Agreement to any other agreement, instrument, or document (other than the Purchase Agreement) are for the convenience
of the Parties, and the Escrow Agent has no duties or obligations with respect thereto. The Purchase Agreement and this Escrow
Agreement set forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent
shall be inferred or implied from the terms of this Escrow Agreement or any other agreement.


 


8.         Attorneys
and Agents. The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken
by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent,
except in the case of willful misconduct or gross negligence by the Escrow Agent. The Escrow Agent shall be reimbursed as set
forth in Section 15 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or
professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians,
and/or nominees.


 




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9.         Reliance.
The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the direction or consent of
the Parties or their respective agents, representatives, successors, or assigns. The Escrow Agent shall not be liable for acting
or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or
other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons,
without further inquiry into the person’s or persons’ authority.


 


10.         Right
Not Duty Undertaken. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not
be construed as duties.


 


11.         No
Financial Obligation. No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds
or otherwise incur any financial liability or potential financial liability (except in the case of willful misconduct or gross
negligence by the Escrow Agent) in the performance of its duties or the exercise of its rights under this Escrow Agreement.


 


12.         Indemnification.
The Parties, jointly and severally, shall indemnify, defend and hold harmless the Escrow Agent from and against any and all
loss, liability, cost, damage and expense, including, without limitation, attorneys’ fees and expenses or other professional
fees and expenses which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the
Escrow Agent, arising out of or relating in any way to this Escrow Agreement or any transaction to which this Escrow Agreement
relates, unless such loss, liability, cost, damage or expense shall have been finally adjudicated to have been directly caused
by the willful misconduct or gross negligence of the Escrow Agent. The Escrow Agent shall indemnify, defend and hold harmless
the Parties from and against any and all loss, liability, cost, damage and expense, including, without limitation, attorneys’
fees and expenses or other professional fees and expenses, that the Parties may suffer or incur and that arise out of or relate
in any way to this Escrow Agreement or any transaction to which this Escrow Agreement relates, if such loss, liability, cost,
damage, or expense is finally adjudicated to have been directly caused by the willful misconduct or gross negligence of the Escrow
Agent. The provisions of this Section 12 shall survive the resignation or removal of the Escrow Agent and the termination of this
Escrow Agreement.


 


13.         Limitation
of Liability. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING
OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY
RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.


 




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14.         Resignation
or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties may
remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees
and expenses to which the Escrow Agent is entitled through the date of removal. Such resignation or removal, as the case may be,
shall be effective thirty (30) calendar days after the delivery of such notice or upon the earlier appointment of a successor,
and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same
to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow
Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the expiration
of thirty (30) calendar days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any
court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such
resulting appointment shall be binding upon the Parties.


 


15.         Compensation.
The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit
B, which compensation shall be paid by Buyer and Seller, equally. The fee agreed upon for the services rendered hereunder is intended
as full compensation for the Escrow Agent's services as contemplated by this Escrow Agreement; provided, however, that in the
event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders
any service not contemplated in this Escrow Agreement, or there is any assignment of interest in the subject matter of this Escrow
Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a
party to any litigation pertaining to this Escrow Agreement or the subject matter hereof, then the Escrow Agent shall be compensated
for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorneys’ fees and expenses,
occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within
thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on such amount up to the highest
rate permitted by applicable law. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with
respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other
persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied
indemnification rights from the Escrow Property.


 


16.         Disagreements.
If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning
or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is
in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property until the Escrow
Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision
directing delivery of the Escrow Property, (ii) receives a written agreement executed by each of the parties involved in such
disagreement or dispute directing delivery of the Escrow Property, in which event the Escrow Agent shall be authorized to disburse
the Escrow Property in accordance with such final court order, arbitration decision, or agreement, or (iii) files an interpleader
action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability
as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing
and maintaining any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or
arbitration decision without further question, inquiry, or consent.


 




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17.         Merger
or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it
may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as
a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation
or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and
shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing
of any instrument or paper or the performance of any further act.


 


18.         Attachment
of Escrow Property; Compliance with Legal Orders. In the event that any Escrow Property shall be attached, garnished or levied
upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or
decree shall be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized,
in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued,
or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event
that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to
any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently
reversed, modified, annulled, set aside or vacated.


 


19.         Force
Majeure. The Escrow Agent shall not be responsible or liable for any failure or delay in the performance of its obligation
under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances;
sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications
services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the
Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as reasonably practicable under the circumstances.


 


20.         Successors
and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their
respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement, except as specifically
permitted herein. No assignment of the interest of any of the Parties shall be binding unless and until written notice of such
assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other
Party and the Escrow Agent (such consent not to be unreasonably withheld). Buyer may make a collateral assignment of its rights
and interests under this Escrow Agreement to any lender, or agent thereof, (with regard to the purchase of the St. Andrew’s
Facility) for security purposes.


 




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21.          Escheat.
The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances
escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives,
successors and assigns, or any other party, should any or all of the Escrow Property escheat by operation of law.


 


22.         Notices.
All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English,
and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation
of receipt, (iii) on the day of transmission if sent by electronic mail (“e-mail”) to the e-mail address given below,
and written confirmation of receipt is obtained promptly after completion of transmission, (iv) by overnight delivery with a reputable
national overnight delivery service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid. If any
notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail.
If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility
of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications
delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.


 


	To Seller:	ERB PROPCO SAV LLC


c/o EvergreenSLP, LLC


P.O. Box 2107


Brentwood, TN 37024


Telephone: (201) 447-7006


Facsimile:


E-mail: bdowd@evergreenslp.com


 


	With a copy to:	Donald A. Hammett, Jr.


Locke Lord LLP


2200 Ross Avenue, Suite 2200 Dallas,
Texas 75201


Telephone: 214-740-8582 Facsimile:
214-756-8582


E-mail: dhammett@lockelord.com


 


Marc D. Lazar


Ropes & Gray LLP


800 Boylston Street


Boston, Massachusetts 02199


Telephone: 617-951-7866


Facsimile: 617-235-0714


E-mail: Marc.Lazar@ropesgray.com


 


John A. Rogers Jr.


Herrick, Feinstein LLP 2 Park Avenue


DAL:0101319/00015:2289371v2


New York, New York 10016 Telephone:
212-592-6177


Facsimile: 212-545-3359 E-mail:
jrogers@herrick.com


 




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	To Buyer:	SENTIO STAV LANDLORD, LLC


189 S. Orange Ave., Suite 1700


Orlando, Florida 32801


Attn: John Mark Ramsey


Telephone: (407) 999-2426


Facsimile: (407) 999-5210


Email: jramsey@sentioinvestments.com


 


	With a copy to:	Foley & Lardner LLP


111 North Orange Avenue, Suite 1800


Orlando, FL 32801


Attention: Michael A. Okaty, Esq.


Telephone: (407) 423-7656 Facsimile:
(407) 648-1743 


Email: mokaty@foley.com


 


	To Escrow Agent:	Stewart Title Guaranty Company


c/o Terrance Miklas


One Washington Mall - Suite 1400


Boston, MA 02108


Telephone: 617-933-2415 Facsimile:
617-727-8372


Email: TMiklas@stewart.com


 


23.         Governing
Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.


 


24.         Entire
Agreement. This Escrow Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related
to the Escrow Property.


 


25.         Amendment.
This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by
the Parties and the Escrow Agent.


 


26.         Waivers.
The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this
Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to
this Escrow Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow
Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or
breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this
Escrow Agreement.


 




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27.         Headings.
Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict
or otherwise modify any of the terms or provisions of this Escrow Agreement.


 


28.         Counterparts.
This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original,
and such counterparts shall together constitute one and the same instrument.


 




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IN WITNESS
WHEREOF, the parties have signed this Agreement of the date set forth above.


 


BUYER: 


 


SENTIO STAV LANDLORD, LLC,
a Delaware limited liability company


 


	By:	/s/ John Mark Ramsey 


Title: Authorized Signatory Name:
John Mark Ramsey


 


SELLER: 


 


ERB PROPCO SAV, LLC, a Delaware
limited liability company


 


	By:	ERB PROPCO HOLDCO I LLC
	Its:	Sole Member
	 	 
	By:	ERB SENIOR LIVING, L.L.C.
	Its:	Sole Member
	 	 
	By:	EVERGREENSLP, LLC
	Its: Manager	 


 


	By:	/s/ Brian E. Dowd


Name: Brian E. Dowd


Title: Chief Financial Officer


 


ESCROW AGENT:


 


STEWART TITLE GUARANTY COMPANY


 


By:


Name: Title:


 


	 	 


 




    	142



    	 



    

 


Exhibit
A


 


Agency and
Custody Account Direction 

For Cash Balances


 


, 20___


 


Stewart Title Guaranty Company


c/o Terrance Miklas


One Washington Mall - Suite


1400 Boston, MA 02108


 


Re:Directions regarding the
investment of the Escrow Property under that certain Holdback Escrow Agreement (the “Escrow Agreement”) dated
as of


_______________,
2014, by and among SENTIO STAV LANDLORD, LLC, a Delaware limited liability company (“Buyer”), and ERB PROPCO SAV LLC,
a Delaware limited liability company, (“Seller”), and Stewart Title Guaranty Company, as escrow agent (the “Escrow
Agent”)


 


Mr. Miklas:


 


Capitalized
terms used but not defined in this letter shall have the meanings set forth in the Escrow Agreement.


 


The Escrow Agent is hereby directed
to deposit all of the Escrow Property in an interest bearing account (the “Account”) at the following depository
institution: .


 


Seller and
Buyer understand that amounts on deposit in the Account are insured, subject to the applicable rules and regulations of the Federal
Deposit Insurance Corporation (FDIC), in the basic FDIC insurance amount of $250,000 per depositor, per insured bank. This includes
principal and accrued interest up to a total of $250,000.


 


Seller and
Buyer understand that they may change this direction at any time and that it shall continue in effect until revoked or modified
by a written instrument delivered to the Escrow Agent and executed by both Seller and Buyer.


 


[Signature
Page to Follow]


 




    	143



    	 



    

 


	 	Sincerely,
	 	 
	 	BUYER: 
	 	 
	 	SENTIO STAV LANDLORD, LLC,

 a Delaware limited liability company
	 	 	 
	 	By:	/s/ John Mark Ramsey 
	 	Title:   Authorized Signatory
	 	Name: John Mark Ramsey


 


	 	SELLER: 
	 	 
	 	ERB PROPCO SAV, LLC,

 a Delaware limited liability company
	 	 	 
	 	By:	ERB PROPCO HOLDCO I LLC
	 	Its:	Sole Member
	 	 	 
	 	By:	ERB SENIOR LIVING, L.L.C.
	 	Its:	Sole Member
	 	 	 
	 	By:	EVERGREENSLP, LLC
	 	Its:	Manager


 


	 	 	By:	/s/ Brian E. Dowd 
	 	 	Name: Brian E. Dowd
	 	 	Title:   Chief Financial Officer


 




    	144



    	 



    

 


 


EXHIBIT B


 


ESCROW AGENT
FEE SCHEDULE


 




    	145



    	 



    

 


	EXHIBIT E	List of Licenses
	 	 
	 	ERB Propco SAV, LLC - None


 


ERB Opco SAV, LLC


 


1)         Assisted
Living


 


CO Department of Public
Health and Environment License Number: 23G126 Licensed Bed Capacity: 72 Expiration – 3/29/15


 


2)         Skilled
Nursing


 


CO Department of Public
Health and Environment License Number: 02O244 Licensed Bed Capacity: 58 Expiration – 3/29/15


 


3)         Home
Care Agency (Class B – Non-Medical)


 


CO Department of Public
Health and Environment License Number: 04P246 Licensed Bed Capacity: 0 Expiration: 8/19/14


 


4)         Hair
Salon


 


CO Department of Regulatory
Agencies Division of Professions and Occupations Shop Registration


Registration #: 2000028726


Expiration: 11/30/2015


 




    	146



    	 



    

 


F. Exhibit


Audit Letter


 




    	147



    	 



    

 


“Audit Completion Date”


 


KPMG LLP


One Independent Drive


Suite 1100


Jacksonville, Florida 32202


 


Ladies and Gentlemen:


 


We are providing this letter in
connection with your audit of the Statement of Revenues and Certain Expenses for the twelve months ended ______________, for the
purpose of expressing an opinion as to whether this financial statement presents fairly, in all material respects, the results
of operations of ________________ (Property), in conformity with the accrual basis of accounting used for federal income tax purposes.


 


Certain representations in this
letter are described as being limited to matters that are material. Items are considered material, regardless of size, if they
involve an omission or misstatement of accounting information that, in the light of surrounding circumstances, makes it probable
that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement.


 


We confirm, to the best of our knowledge
and belief, the following representations made to you during your audit:


 


		1.	The financial statement referred
to above is fairly presented in conformity with the accrual basis of accounting used for federal income tax purposes.



 


		2.	We have made available to
you:



 


		a.	All financial records and related
                                         data.



		b.	All agreements or amendments to agreements
                                         which would have a material impact on the Statement of Revenues and Certain Expenses.



 


		3.	There are no:



		a.	Violations or possible violations
                                         of laws or regulations, whose effects should be considered for disclosure in the Statement
                                         of Revenues and Certain Expenses or as a basis for recording a loss contingency.






		b.	Unasserted claims or assessments
                                         that our lawyers have advised us are probable of assertion and must be disclosed in accordance
                                         with FASB Accounting Standards Codification (ASC) 450, Contingencies.






		c.	Other liabilities or gain or loss
                                         contingencies that are required to be accrued or disclosed by FASB ASC 450, Contingencies.






		d.	Material
                                         transactions that have not been properly recorded in the accounting records underlying
                                         the Statement of Revenues and Certain Expenses.






		e.	Events that have occurred subsequent
                                         to the Statement of Revenues and Certain Expenses date and through the date of this letter
                                         that would require adjustment to or disclosure in the Statement of Revenues and Certain
                                         Expenses.



 




    	148



    	 



    

 


4.  We acknowledge our responsibility
for the design and implementation of programs and controls to prevent, deter and detect fraud. We understand that the term "fraud"
includes misstatements arising from fraudulent financial reporting and misstatements arising from misappropriation of assets.


 


5.  We have no knowledge of
any fraud or suspected fraud affecting the entity involving:


 


		a.	Management



 


		b.	Employees who have significant roles
                                         in internal control over financial reporting, or



 


		c.	Others where the fraud could have
                                         a material effect on the Statement of Revenues and Certain Expenses.



 


6.         We
have no knowledge of any allegations of fraud or suspected fraud affecting the entity


 


7.         We
have no knowledge of any officer or director of the Property, or any other person acting under the direction thereof, having taken
any action to fraudulently influence, coerce, manipulate or mislead you during your audit.


 


8.         The
following have been properly recorded or disclosed in the Statement of Revenues and Certain Expenses:


 


		a.	Related party transactions including
                                         sales, purchases, loans, transfers, leasing arrangements, guarantees, ongoing contractual
                                         commitments and amounts receivable from or payable to related parties.



 


		b.	Significant common ownership or management
                                         control relationships requiring disclosure.



 


9.         The
Property has complied with all aspects of contractual agreements that would have a material effect on the Statement of Revenues
and Certain Expenses in the event of noncompliance.


 


Further, we
confirm that we are responsible for the fair presentation in the Statement of Revenue and Certain Expenses in conformity with
generally accepted accounting principles.


 


Very truly yours,


 


“Seller/Manager”


 


Name


Title


 




    	149



    	 



    

 


	EXHIBIT G	Rent Roll
	 	 
	 	Attached


 




    	150



    	 



    

 


Independent Living Rent Roll as of 4/30/2014


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Refund
    Plan	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	80%	 	90%	 	Combined
    Basic Room Rate	 	Entrance
    Fee	 	Second
    Person	 	Status	 	Pool	 
	 	 	Unit	 	 	 	Primary Resident	 	Secondary Resident	 	Move In	 	Entrance	 	Refund Due	 	Refund	 	2014	 	Discount	 	Actual	 	2014	 	2014	 	Actual	 	Unit	 	EF or	 
	Unit	 	Type	 	Sq.
    Ft.	 	Name	 	Name	 	Date	 	Fee
    Receipt	 	Upon
    Resale	 	Liability	 	Rate	 	MSF	 	MSF	 	Rate	 	Rate	 	Rate	 	Vacant	 	Rental	 
	206	 	South Platte	 	930	 	Reimer, Richard	 	 	 	12/31/2013	 	 	 	 	 	 	 	3,500	 	 	 	 	 	3,200	 	550	 	 	 	N	 	Rental	 
	207	 	St. Vrain	 	1,175	 	Segelken, Peggy	 	 	 	 10/31/2010	 	263,952	 	 	 	237,557	 	2,900	 	 	 	2,774	 	270,000	 	550	 	 	 	N	 	EF	 
	208	 	South Platte	 	930	 	Pliler, Vivian	 	 	 	10/20/2007	 	212,000	 	180,000	 	 	 	2,400	 	 	 	2,488	 	225,000	 	550	 	 	 	N	 	EF	 
	209	 	North Platte	 	930	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	2,300	 	 	 	225,000	 	550	 	 	 	Y	 	EF	 
	210	 	Rio Grande	 	1,390	 	Runice, Jerrie	 	 	 	10/1/2006	 	340,000	 	264,000	 	 	 	2,900	 	 	 	3,487	 	330,000	 	550	 	 	 	N	 	EF	 
	211	 	Fraser	 	820	 	Kojis, Andy	 	 	 	6/22/2010	 	 	 	 	 	 	 	2,900	 	 	 	 	 	2,514	 	550	 	 	 	N	 	Rental	 
	212	 	Clear Creek A	 	1,365	 	Leonard, Donald	 	Leonard, LaVonne	 	12/30/2013	 	 	 	 	 	 	 	4,600	 	 	 	 	 	3,950	 	550	 	478	 	N	 	Rental	 
	214	 	South Platte	 	930	 	Walker, Margie	 	 	 	9/30/2008	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,742	 	550	 	 	 	N	 	Rental	 
	215	 	South Platte	 	930	 	Thrane, Ruth	 	 	 	4/17/2012	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,801	 	550	 	 	 	N	 	Rental	 
	216	 	Yampa	 	670	 	Spears, Howard	 	 	 	1/20/2014	 	 	 	 	 	 	 	2,600	 	 	 	 	 	2,500	 	550	 	 	 	N	 	Rental	 
	217	 	Yampa	 	670	 	Nelson, Ruth	 	 	 	10/30/2007	 	 	 	 	 	 	 	2,600	 	(350)	 	 	 	3,239	 	550	 	 	 	N	 	Rental	 
	218	 	South Platte	 	930	 	Davidson, Barbara	 	 	 	8/5/2013	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,800	 	550	 	 	 	N	 	Rental	 
	219	 	South Platte	 	930	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,800	 	 	 	550	 	 	 	Y	 	Rental	 
	220	 	Yampa	 	670	 	Warner, Jane	 	 	 	9/21/2006	 	 	 	 	 	 	 	2,900	 	 	 	 	 	3,379	 	550	 	 	 	N	 	Rental	 
	221	 	Yampa	 	670	 	Bray, Alma	 	 	 	3/6/2012	 	 	 	 	 	 	 	2,900	 	 	 	 	 	2,550	 	550	 	 	 	N	 	Rental	 
	222	 	Fraser	 	820	 	Hastings, Gene	 	 	 	6/28/2008	 	 	 	 	 	 	 	2,900	 	(590)	 	 	 	3,512	 	550	 	 	 	N	 	Rental	 
	223	 	Rio Grande	 	1,390	 	Baker, Martha	 	 	 	 10/31/2013	 	330,000	 	 	 	297,000	 	2,900	 	 	 	2,900	 	330,000	 	550	 	 	 	N	 	EF	 
	224	 	North Platte	 	930	 	Webster, Jean	 	 	 	 10/31/2012	 	218,000	 	 	 	196,200	 	2,250	 	(66)	 	2,235	 	218,000	 	550	 	 	 	N	 	EF	 
	225	 	South Platte	 	930	 	Johncox, Gladys	 	 	 	9/30/2013	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,500	 	550	 	 	 	N	 	Rental	 
	226	 	St. Vrain	 	1,175	 	Vacant	 	 	 	 	 	248,000	 	220,000	 	 	 	 	 	2,900	 	 	 	275,000	 	550	 	 	 	Y	 	EF	 
	227	 	South Platte	 	930	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,600	 	 	 	550	 	 	 	Y	 	Rental	 
	229	 	Eagle	 	1,365	 	Means, Margaret	 	 	 	5/3/2012	 	 	 	 	 	 	 	4,900	 	 	 	 	 	3,500	 	550	 	 	 	N	 	Rental	 
	230	 	Piney	 	930	 	Humphrey, Robert	 	Humphrey, Mary	 	7/31/2013	 	 	 	 	 	 	 	3,300	 	 	 	 	 	2,884	 	550	 	478	 	N	 	Rental	 
	231	 	South Platte	 	930	 	Schwab, John	 	 	 	8/4/2012	 	 	 	 	 	 	 	3,200	 	 	 	 	 	2,500	 	550	 	 	 	N	 	Rental	 
	232	 	Colorado	 	1,195	 	Ellis, Phil	 	Ellis, Elaine	 	4/21/2011	 	 	 	 	 	 	 	4,900	 	(492)	 	 	 	5,324	 	550	 	492	 	N	 	Rental	 
	233	 	Colorado	 	1,195	 	Reichel, Joe	 	Reichel, Virginia	 	5/31/2013	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,500	 	550	 	478	 	N	 	Rental	 
	234	 	Colorado	 	1,195	 	Dorr, Eunice	 	 	 	4/27/2013	 	 	 	 	 	 	 	3,700	 	 	 	 	 	3,500	 	550	 	 	 	N	 	Rental	 
	301	 	Colorado	 	1,195	 	Holden, Jack	 	Holden, Peggy	 	9/25/2006	 	234,600	 	228,000	 	 	 	2,800	 	 	 	3,180	 	285,000	 	550	 	406	 	N	 	EF	 
	302	 	South Platte	 	930	 	Ruzicka, Pauline	 	 	 	12/31/2012	 	 	 	 	 	 	 	3,400	 	(550)	 	 	 	3,300	 	550	 	 	 	N	 	Rental	 
	303	 	Piney	 	930	 	Scarborough, Bonnie	 	 	 	 4/15/2011	 	198,276	 	 	 	178,448	 	2,150	 	 	 	2,139	 	205,000	 	550	 	 	 	N	 	EF	 
	304	 	Yampa	 	670	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,000	 	 	 	550	 	 	 	Y	 	Rental	 
	305	 	Yampa	 	670	 	Dodd, Bonnie	 	 	 	 3/30/2012	 	115,000	 	 	 	103,500	 	1,900	 	 	 	1,733	 	155,000	 	550	 	 	 	N	 	EF	 
	306	 	South Platte	 	930	 	Holtz, Charles	 	Holtz, Nina	 	8/31/2009	 	212,000	 	184,000	 	 	 	2,400	 	 	 	2,490	 	230,000	 	550	 	474	 	N	 	EF	 
	307	 	St. Vrain	 	1,175	 	Royston, Claire	 	 	 	9/30/2008	 	285,000	 	228,000	 	 	 	3,000	 	(185)	 	3,211	 	285,000	 	550	 	 	 	N	 	EF	 
	308	 	South Platte	 	930	 	Woods, Gener	 	 	 	7/24/2013	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,400	 	550	 	 	 	N	 	Rental	 
	309	 	North Platte	 	930	 	Macfaren, Jean	 	 	 	9/28/2006	 	216,000	 	188,000	 	 	 	2,450	 	 	 	2,588	 	235,000	 	550	 	 	 	N	 	EF	 
	310	 	Rio Grande	 	1,390	 	Richerson, Dorothy	 	 	 	7/24/2006	 	162,400	 	272,000	 	 	 	3,100	 	 	 	3,392	 	340,000	 	550	 	 	 	N	 	EF	 
	311	 	Fraser	 	820	 	Pomeroy, Betty	 	 	 	7/15/2010	 	 	 	 	 	 	 	2,800	 	 	 	 	 	2,559	 	550	 	 	 	N	 	Rental	 
	312	 	Clear Creek A	 	1,365	 	Whelan, Eleanor	 	 	 	1/18/2009	 	 	 	 	 	 	 	4,900	 	(199)	 	 	 	5,654	 	550	 	 	 	N	 	Rental	 
	314	 	South Platte	 	930	 	Coffman, Dorothy	 	 	 	4/22/2014	 	 	 	 	 	 	 	3,400	 	 	 	 	 	3,280	 	550	 	 	 	N	 	Rental	 
	315	 	South Platte	 	930	 	Watanabe, Iris	 	 	 	4/9/2013	 	190,000	 	 	 	171,000	 	2,300	 	 	 	2,235	 	220,000	 	550	 	 	 	N	 	EF	 
	316	 	Clear Creek A	 	1,365	 	Rose, Mary	 	 	 	9/30/2007	 	 	 	 	 	 	 	5,500	 	 	 	 	 	5,654	 	550	 	 	 	N	 	Rental	 
	318	 	South Platte	 	930	 	Steward, Eugene	 	 	 	10/26/2012	 	 	 	 	 	 	 	3,400	 	 	 	 	 	3,315	 	550	 	 	 	N	 	Rental	 
	319	 	South Platte	 	930	 	Johnson, Rosemary	 	 	 	6/30/2012	 	 	 	 	 	 	 	3,400	 	 	 	 	 	3,201	 	550	 	 	 	N	 	Rental	 
	320	 	Yampa	 	670	 	Baxter, L. Dean	 	 	 	8/20/2013	 	149,000	 	 	 	134,100	 	2,000	 	 	 	1,785	 	160,000	 	550	 	 	 	N	 	EF	 
	321	 	Yampa	 	670	 	Lyon, Ray	 	 	 	1/14/2011	 	 	 	 	 	 	 	3,000	 	 	 	 	 	2,955	 	550	 	 	 	N	 	Rental	 
	322	 	Fraser	 	820	 	Radetsky, Kay	 	 	 	6/17/2013	 	169,000	 	 	 	152,100	 	2,000	 	 	 	1,900	 	170,000	 	550	 	 	 	N	 	EF	 
	323	 	Rio Grande	 	1,390	 	Logan, James	 	Logan, Marni	 	5/16/2011	 	341,162	 	 	 	307,046	 	3,300	 	 	 	3,041	 	355,000	 	550	 	492	 	N	 	EF	 
	324	 	North Platte	 	930	 	Cavanaugh, Colleen	 	 	 	7/11/2013	 	 	 	 	 	 	 	3,600	 	 	 	 	 	3,400	 	550	 	 	 	N	 	Rental	 
	325	 	South Platte	 	930	 	Kendall, William	 	 	 	6/7/2011	 	214,718	 	 	 	193,246	 	2,400	 	 	 	2,234	 	230,000	 	550	 	 	 	N	 	EF	 
	326	 	St. Vrain	 	1,175	 	Melcher, Bert	 	Melcher, Rosemary	 	4/30/2013	 	269,000	 	 	 	242,100	 	2,950	 	 	 	2,775	 	280,000	 	550	 	478	 	N	 	EF	 
	327	 	South Platte	 	930	 	Kessler, Barbara	 	 	 	7/28/2006	 	144,000	 	184,000	 	 	 	2,400	 	 	 	2,601	 	230,000	 	550	 	 	 	N	 	EF	 


 




    	151



    	 



    

 


Independent Living Rent Roll as of 4/30/2014


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Refund
    Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	80%	 	90%	 	Combined
    Basic Room Rate	 	Entrance
    Fee	 	Second
    Person	 	Status	 	Pool	 
	 	 	Unit	 	 	 	Primary Resident	 	Secondary Resident	 	Move In	 	Entrance	 	Refund Due	 	Refund	 	2014	 	Discount	 	Actual	 	2014	 	2014	 	Actual	 	Unit	 	EF or	 
	Unit	 	Type	 	Sq.
    Ft.	 	Name	 	Name	 	Date	 	Fee
    Receipt	 	Upon
    Resale	 	Liability	 	Rate	 	MSF	 	MSF	 	Rate	 	Rate	 	Rate	 	Vacant	 	Rental	 
	329	 	Eagle	 	1,365	 	Straight, Juanita	 	 	 	1/16/2012	 	 	 	 	 	 	 	4,900	 	 	 	 	 	3,500	 	550	 	 	 	N	 	Rental	 
	330	 	Piney	 	930	 	Frankowski, Dorothy	 	 	 	5/7/2012	 	169,000	 	 	 	152,100	 	2,150	 	 	 	2,077	 	190,000	 	550	 	 	 	N	 	EF	 
	331	 	South Platte	 	930	 	Larsen, Dale	 	Larsen, Evelyn	 	8/24/2011	 	 	 	 	 	 	 	3,600	 	 	 	 	 	2,900	 	550	 	478	 	N	 	Rental	 
	332	 	Colorado	 	1,195	 	Lacefield, James	 	Lacefield, Florence	 	10/25/2013	 	250,000	 	 	 	225,000	 	2,600	 	 	 	2,600	 	250,000	 	550	 	478	 	N	 	EF	 
	333	 	Colorado	 	1,195	 	Gollan, Marybeth	 	 	 	3/15/2013	 	 	 	 	 	 	 	3,900	 	 	 	 	 	3,500	 	550	 	 	 	N	 	Rental	 
	334	 	Colorado	 	1,195	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	4,900	 	 	 	550	 	 	 	Y	 	Rental	 
	401	 	Colorado	 	1,195	 	Pottle, Rita	 	 	 	2/29/2008	 	240,000	 	232,000	 	 	 	2,900	 	 	 	3,057	 	290,000	 	550	 	 	 	N	 	EF	 
	402	 	South Platte	 	930	 	King, Betty	 	 	 	11/4/2011	 	 	 	 	 	 	 	3,750	 	 	 	 	 	3,713	 	550	 	 	 	N	 	Rental	 
	403	 	Piney	 	930	 	Eichenberger, Richard	 	 	 	5/31/2013	 	 	 	 	 	 	 	3,400	 	 	 	 	 	3,300	 	550	 	 	 	N	 	Rental	 
	404	 	Yampa	 	670	 	Scheevel, Loyal	 	 	 	11/2/2012 	 	129,000	 	 	 	116,100	 	1,800	 	 	 	1,595	 	150,000	 	550	 	 	 	N	 	EF	 
	405	 	Yampa	 	670	 	Kratz, Joyce	 	 	 	11/18/2013	 	155,000	 	 	 	139,500	 	1,900	 	 	 	1,800	 	155,000	 	550	 	 	 	N	 	EF	 
	406	 	South Platte	 	930	 	Chapman, Bill	 	 	 	10/29/2007	 	 	 	 	 	 	 	3,900	 	 	 	 	 	3,891	 	550	 	 	 	N	 	Rental	 
	407	 	St. Vrain	 	1,175	 	McCarthey, Elham	 	 	 	8/26/2010	 	250,000	 	 	 	225,000	 	3,000	 	 	 	2,774	 	295,000	 	550	 	 	 	N	 	EF	 
	408	 	South Platte	 	930	 	Dowden, Dorothy	 	 	 	8/9/2006	 	104,400	 	188,000	 	 	 	2,500	 	 	 	2,187	 	235,000	 	550	 	 	 	N	 	EF	 
	409	 	North Platte	 	930	 	Eichner, Marilyn	 	 	 	7/25/2006	 	180,000	 	208,000	 	 	 	2,500	 	 	 	2,304	 	260,000	 	550	 	 	 	N	 	EF	 
	410	 	Rio Grande	 	1,390	 	Christiansen, Robert	 	Christiansen, Elinor	 	5/31/2013	 	375,000	 	 	 	337,500	 	3,300	 	 	 	2,900	 	375,000	 	550	 	478	 	N	 	EF	 
	411	 	Fraser	 	820	 	Brown, Velma	 	 	 	7/24/2010	 	 	 	 	 	 	 	2,900	 	 	 	 	 	2,574	 	550	 	 	 	N	 	Rental	 
	412	 	Clear Creek A	 	1,365	 	Kahler, Lorraine	 	 	 	11/30/2012	 	 	 	 	 	 	 	4,900	 	 	 	 	 	3,950	 	550	 	 	 	N	 	Rental	 
	414	 	South Platte	 	930	 	 	 	Vacant	 	 	 	218,359	 	 	 	196,523	 	 	 	2,400	 	 	 	230,000	 	550	 	 	 	Y	 	EF	 
	415	 	South Platte	 	930	 	Cavallo, Viola	 	 	 	7/31/2013	 	230,000	 	 	 	207,000	 	2,400	 	 	 	2,250	 	230,000	 	550	 	 	 	N	 	EF	 
	416	 	Clear Creek A	 	1,365	 	Due, Belle (416/417 combo)	 	 	 	8/21/2006	 	269,000	 	280,000	 	 	 	2,900	 	(293)	 	3,458	 	350,000	 	550	 	 	 	N	 	EF	 
	418	 	South Platte	 	930	 	Thompson, Maurice	 	Thompson, Norma	 	5/26/2013	 	 	 	 	 	 	 	3,500	 	 	 	 	 	3,400	 	550	 	478	 	N	 	Rental	 
	419	 	South Platte	 	930	 	Salzman, Cal	 	 	 	9/2/2006	 	180,200	 	200,000	 	 	 	2,400	 	 	 	2,588	 	250,000	 	550	 	 	 	N	 	EF	 
	420	 	Yampa	 	670	 	O'Neil, Gini	 	 	 	7/31/2006	 	 	 	 	 	 	 	3,100	 	(286)	 	 	 	3,343	 	550	 	 	 	N	 	Rental	 
	421	 	Yampa	 	670	 	Tenney, Ginny	 	 	 	3/15/2008	 	 	 	 	 	 	 	3,100	 	 	 	 	 	2,970	 	550	 	 	 	N	 	Rental	 
	422	 	Fraser	 	820	 	Allen, Herb	 	 	 	7/25/2006	 	 	 	 	 	 	 	2,900	 	 	 	 	 	2,625	 	550	 	 	 	N	 	Rental	 
	423	 	Rio Grande	 	1,390	 	Ford, Jeanette	 	 	 	10/27/2011	 	331,042	 	 	 	297,938	 	3,500	 	 	 	2,952	 	365,000	 	550	 	 	 	N	 	EF	 
	424	 	North Platte	 	930	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,900	 	 	 	550	 	 	 	Y	 	Rental	 
	425	 	South Platte	 	930	 	Elberson, Janice	 	 	 	4/9/2007	 	212,000	 	192,000	 	 	 	2,450	 	 	 	2,588	 	240,000	 	550	 	 	 	N	 	EF	 
	426	 	St. Vrain	 	1,175	 	Mingee, Jim	 	Mingee, Marilyn	 	7/24/2006	 	196,000	 	228,000	 	 	 	3,000	 	(200)	 	2,601	 	285,000	 	550	 	406	 	N	 	EF	 
	427	 	South Platte	 	930	 	Kiddie, Jack	 	 	 	9/27/2008	 	180,000	 	192,000	 	 	 	2,450	 	(190)	 	2,489	 	240,000	 	550	 	 	 	N	 	EF	 
	429	 	Eagle	 	1,365	 	Vivona, Al	 	Cowart, Beckie	 	10/3/2012	 	299,000	 	 	 	269,100	 	2,900	 	 	 	2,900	 	310,000	 	550	 	478	 	N	 	EF	 
	430	 	Piney	 	930	 	Lehman, Neva	 	 	 	3/27/2012	 	 	 	 	 	 	 	3,400	 	(612)	 	 	 	3,112	 	550	 	 	 	N	 	Rental	 
	431	 	South Platte	 	930	 	Yingst, Mary	 	 	 	5/14/2011	 	 	 	 	 	 	 	3,500	 	 	 	 	 	2,575	 	550	 	 	 	N	 	Rental	 
	432	 	Colorado	 	1,195	 	Muldrow, Bill	 	Muldrow, Elizabeth	 	9/30/2013	 	275,000	 	 	 	247,500	 	2,700	 	 	 	2,700	 	275,000	 	550	 	478	 	N	 	EF	 
	433	 	Colorado	 	1,195	 	Maruyama, Allen	 	Maruyama, Rose	 	12/31/2012	 	 	 	 	 	 	 	4,500	 	 	 	 	 	3,500	 	550	 	500	 	N	 	Rental	 
	434	 	Colorado	 	1,195	 	Jolliff, Patricia	 	 	 	4/15/2013	 	 	 	 	 	 	 	4,900	 	 	 	 	 	4,900	 	550	 	 	 	N	 	Rental	 
	501	 	Colorado	 	1,195	 	Carper, Sandy	 	 	 	8/31/2006	 	198,500	 	236,000	 	 	 	2,900	 	(50)	 	2,304	 	295,000	 	550	 	 	 	N	 	EF	 
	502	 	South Platte	 	930	 	Stevenson, Johnnie	 	 	 	5/24/2010	 	 	 	 	 	 	 	3,800	 	 	 	 	 	3,293	 	550	 	 	 	N	 	Rental	 
	503	 	Piney	 	930	 	Lemma, Dominic	 	Lemma, Eltomae	 	7/31/2006	 	192,000	 	180,000	 	 	 	2,200	 	 	 	2,576	 	225,000	 	550	 	406	 	N	 	EF	 
	504	 	Yampa	 	670	 	Mahaffery, Rasie	 	 	 	2/8/2013	 	145,000	 	 	 	130,500	 	1,900	 	 	 	1,650	 	155,000	 	550	 	 	 	N	 	EF	 
	505	 	Yampa	 	670	 	 	 	Vacant	 	 	 	144,934	 	 	 	130,441	 	 	 	2,000	 	 	 	165,000	 	550	 	 	 	Y	 	EF	 
	506	 	South Platte	 	930	 	Kruse, Helen	 	 	 	9/6/2006	 	122,800	 	192,000	 	 	 	2,450	 	 	 	2,601	 	240,000	 	550	 	 	 	N	 	EF	 
	507	 	St. Vrain	 	1,175	 	Bruton, Betty	 	 	 	2/20/2013	 	300,000	 	 	 	270,000	 	3,100	 	 	 	2,950	 	310,000	 	550	 	 	 	N	 	EF	 
	508	 	South Platte	 	930	 	Whalin, Lynn	 	 	 	4/12/2007	 	 	 	 	 	 	 	4,000	 	 	 	 	 	3,929	 	550	 	 	 	N	 	Rental	 
	509	 	North Platte	 	930	 	Hoven, Bea	 	 	 	8/3/2006	 	122,800	 	220,000	 	 	 	2,500	 	 	 	2,304	 	275,000	 	550	 	 	 	N	 	EF	 
	510	 	Cimmaron	 	1,995	 	Peters, Ted	 	Peters, Joanne	 	4/30/2013	 	425,000	 	 	 	382,500	 	3,350	 	 	 	3,265	 	475,000	 	550	 	478	 	N	 	EF	 
	515	 	South Platte	 	930	 	Mesch, Robert	 	Mesch, Audrey	 	3/31/2014	 	 	 	 	 	 	 	3,950	 	 	 	 	 	3,950	 	550	 	550	 	N	 	Rental	 
	516	 	Yampa	 	670	 	Fitzgerald, Alyce	 	 	 	10/31/2013	 	165,000	 	 	 	148,500	 	2,100	 	(100)	 	1,900	 	170,000	 	550	 	 	 	N	 	EF	 
	517	 	Yampa	 	670	 	Seidel, Joyce	 	 	 	11/27/2013	 	165,000	 	 	 	148,500	 	2,100	 	 	 	1,900	 	170,000	 	550	 	 	 	N	 	EF	 
	518	 	South Platte	 	930	 	Vacant	 	 	 	 	 	212,000	 	204,000	 	 	 	 	 	2,500	 	 	 	255,000	 	550	 	 	 	Y	 	EF	 
	523	 	Cimmaron	 	1,995	 	Seavall, Earl	 	 	 	10/1/2006	 	292,250	 	396,000	 	 	 	3,350	 	 	 	3,191	 	495,000	 	550	 	 	 	N	 	EF	 


 




    	152



    	 



    

 


Independent Living Rent Roll as of 4/30/2014


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Refund
    Plan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	80%	 	90%	 	Combined
    Basic Room Rate	 	Entrance
    Fee	 	Second
    Person	 	Status	 	Pool	 
	 	 	Unit	 	 	 	Primary Resident	 	Secondary Resident	 	Move In	 	Entrance	 	Refund Due	 	Refund	 	2014	 	Discount	 	Actual	 	2014	 	2014	 	Actual	 	Unit	 	EF or	 
	Unit	 	Type	 	Sq.
    Ft.	 	Name	 	Name	 	Date	 	Fee
    Receipt	 	Upon
    Resale	 	Liability	 	Rate	 	MSF	 	MSF	 	Rate	 	Rate	 	Rate	 	Vacant	 	Rental	 
	524	 	North Platte	 	930	 	Weigel, Paul	 	 	 	9/1/2006	 	131,000	 	208,000	 	 	 	2,450	 	 	 	2,601	 	260,000	 	550	 	 	 	N	 	EF	 
	525	 	South Platte	 	930	 	Vacant	 	 	 	 	 	146,190	 	192,000	 	 	 	 	 	2,500	 	 	 	240,000	 	550	 	 	 	Y	 	EF	 
	526	 	St. Vrain	 	1,175	 	Sorenson, Vicky	 	 	 	8/18/2006	 	133,300	 	236,000	 	 	 	3,100	 	 	 	2,895	 	295,000	 	550	 	 	 	N	 	EF	 
	527	 	South Platte	 	930	 	Lange, Shirley	 	 	 	4/1/2007	 	 	 	 	 	 	 	4,000	 	 	 	 	 	4,047	 	550	 	 	 	N	 	Rental	 
	529	 	Eagle	 	1,365	 	Bain, Doreen	 	 	 	 11/14/2012	 	250,000	 	 	 	225,000	 	2,900	 	 	 	2,900	 	320,000	 	550	 	 	 	N	 	EF	 
	530	 	Piney	 	930	 	Andersen, Charlotte	 	 	 	 11/10/2013	 	220,000	 	 	 	198,000	 	2,200	 	 	 	2,200	 	225,000	 	550	 	 	 	N	 	EF	 
	531	 	South Platte	 	930	 	Vacant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,700	 	 	 	550	 	 	 	Y	 	Rental	 
	532	 	Colorado	 	1,195	 	Turnquist, Alan	 	 	 	4/5/2010	 	218,359	 	 	 	196,523	 	2,800	 	 	 	3,057	 	285,000	 	550	 	 	 	N	 	EF	 
	533	 	Colorado	 	1,195	 	Flowers, Clifton	 	Flowers, Mary	 	3/3/2010	 	218,400	 	220,000	 	 	 	2,800	 	 	 	3,057	 	275,000	 	550	 	474	 	N	 	EF	 
	534	 	Colorado	 	1,195	 	Ellis, Albert	 	Ellis, Esther	 	 4/13/2012	 	250,000	 	 	 	225,000	 	2,800	 	 	 	2,706	 	280,000	 	550	 	478	 	N	 	EF	 
	G01	 	Colorado	 	1,195	 	Mannon, Dorothy	 	 	 	11/30/2013	 	295,000	 	 	 	265,500	 	2,800	 	 	 	2,800	 	295,000	 	550	 	 	 	N	 	EF	 
	G02	 	South Platte	 	930	 	Deisch, Josephine	 	 	 	11/1/2012	 	 	 	 	 	 	 	3,900	 	 	 	 	 	3,900	 	550	 	 	 	N	 	Rental	 
	G03	 	Piney	 	930	 	Markman, Norman & Nancy	 	 	 	 2/15/2013	 	175,000	 	 	 	157,500	 	2,200	 	 	 	2,140	 	185,000	 	550	 	 	 	N	 	EF	 
	G04	 	Yampa	 	670	 	Markman, Nancy	 	 	 	 2/15/2013	 	143,000	 	 	 	128,700	 	1,900	 	 	 	1,785	 	155,000	 	550	 	 	 	N	 	EF	 
	G05	 	Yampa	 	670	 	Schwark, Alfred	 	 	 	 7/26/2011	 	141,450	 	 	 	127,305	 	1,950	 	 	 	1,733	 	165,000	 	550	 	 	 	N	 	EF	 
	G06	 	South Platte	 	930	 	Andrews, James	 	 	 	1/31/2013	 	 	 	 	 	 	 	3,400	 	 	 	 	 	3,100	 	550	 	 	 	N	 	Rental	 
	G07	 	St. Vrain	 	1,175	 	Burke, Christina	 	 	 	6/1/2011	 	 	 	 	 	 	 	4,500	 	(297)	 	 	 	4,426	 	550	 	 	 	N	 	Rental	 
	G08	 	South Platte	 	930	 	Faris, Esther	 	 	 	10/15/2012	 	 	 	 	 	 	 	3,200	 	 	 	 	 	2,900	 	550	 	 	 	N	 	Rental	 
	G28	 	Yampa	 	670	 	Bonner, Detmer	 	 	 	3/5/2013	 	 	 	 	 	 	 	2,800	 	 	 	 	 	2,800	 	550	 	 	 	N	 	Rental	 
	G29	 	Yampa	 	670	 	Balagna, James	 	 	 	6/29/2011	 	 	 	 	 	 	 	2,900	 	 	 	 	 	2,539	 	550	 	 	 	N	 	Rental	 
	G30	 	Piney	 	930	 	Yackie, Carrie	 	 	 	10/11/2013	 	 	 	 	 	 	 	3,500	 	 	 	 	 	3,500	 	550	 	 	 	N	 	Rental	 


 




    	153



    	 



    

 


	146	 	992	 	$15,005,083 $6,084,000 $8,532,669	 	(7,275) $390,574	 	$475	 	15	 	71	 


 






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Assisted Living Rent Roll as of 4/30/14


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Basic
    Room Rate	 	Assisted
    Care	 	Second
    Person	 	Status	 
	 	 	Unit	 	 	 	Primary
    Resident	 	Secondary
    Resident	 	Move
    In	 	4/30/2014	 	2014	 	Discount	 	Actual	 	Level
    of	 	Actual	 	2014	 	Actual	 	Unit	 
	Unit	 	Type	 	Sq.
    Ft.	 	Name	 	Name	 	Date	 	Yrs	 	Rate	 	Rent	 	Rent	 	Care	 	Care	 	Rate	 	Rate	 	Vacant	 
	105	 	Eldora	 	348	 	Barger, Fred B	 	 	 	6/3/2013	 	0.91	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	129	 	Breckenridge	 	407	 	Barker, Arlene	 	 	 	10/13/2013	 	0.55	 	 	 	 	 	3,500	 	4	 	950	 	550	 	 	 	N	 
	217	 	Breckenridge	 	407	 	Bell, Melvin	 	 	 	12/2/2013	 	0.41	 	 	 	 	 	3,500	 	2	 	350	 	550	 	 	 	N	 
	109	 	Eldora	 	348	 	Blunk, Raymond	 	 	 	4/4/2014	 	0.07	 	 	 	 	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	212	 	Breckenridge	 	407	 	Bodaness, Shir	 	 	 	4/17/2010	 	4.04	 	 	 	 	 	3,500	 	2	 	350	 	550	 	 	 	N	 
	220	 	Eldora	 	348	 	Brown, Neoma M	 	 	 	3/2/2012	 	2.16	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	110	 	Breckenridge	 	407	 	Bunce, Ernest	 	 	 	9/4/2012	 	1.65	 	 	 	 	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	219	 	Keystone	 	393	 	Cannella, Susan	 	 	 	3/28/2014	 	0.09	 	 	 	 	 	3,200	 	3	 	650	 	550	 	 	 	N	 
	116	 	Aspen	 	633	 	Casey, Rosemar	 	 	 	3/19/2014	 	0.12	 	 	 	 	 	4,400	 	2	 	350	 	550	 	 	 	N	 
	101	 	Aspen	 	633	 	Craig, Lois A	 	 	 	6/1/2012	 	1.91	 	 	 	 	 	4,400	 	3	 	650	 	550	 	 	 	N	 
	223	 	Breckenridge	 	407	 	Deiter, Christ	 	 	 	12/4/2012	 	1.40	 	 	 	(100)	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	201	 	Aspen	 	633	 	Denton, Ann C	 	 	 	7/3/2013	 	0.82	 	 	 	(100)	 	4,400	 	2	 	350	 	550	 	 	 	N	 
	112	 	Breckenridge	 	407	 	Dion, Bernice	 	 	 	3/10/2012	 	2.14	 	 	 	(100)	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	214	 	Eldora	 	348	 	Donohue, Cathr	 	 	 	12/3/2010	 	3.41	 	 	 	(500)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	102	 	Aspen	 	633	 	Evans, Patricia	 	 	 	5/15/2013	 	0.96	 	 	 	(100)	 	4,400	 	3	 	650	 	550	 	 	 	N	 
	210	 	Breckenridge	 	407	 	Fredette, Sant	 	 	 	9/30/2011	 	2.58	 	 	 	(100)	 	3,500	 	2	 	350	 	550	 	 	 	N	 
	111	 	Breckenridge	 	407	 	Fugere, Caroly	 	 	 	11/1/2012	 	1.49	 	 	 	(100)	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	127	 	Eldora	 	348	 	Geist, Dorothy	 	 	 	1/3/2012	 	2.32	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	114	 	Eldora	 	348	 	Gion, Pauline	 	 	 	12/30/2010	 	3.33	 	 	 	 	 	3,000	 	 	 	 	 	550	 	 	 	N	 
	224	 	Breckenridge	 	407	 	Goodholm, Kath	 	 	 	10/30/2013	 	0.50	 	 	 	 	 	3,500	 	2	 	350	 	550	 	 	 	N	 
	226	 	Eldora	 	348	 	Graham, Ruth S	 	 	 	9/24/2012	 	1.60	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	222	 	Breckenridge	 	407	 	Hamilton, Char	 	 	 	11/1/2011	 	2.50	 	 	 	(100)	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	229	 	Breckenridge	 	407	 	Hays, Glen	 	 	 	10/8/2013	 	0.56	 	 	 	 	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	209	 	Eldora	 	348	 	Hetherington,	 	 	 	3/4/2011	 	3.16	 	 	 	 	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	103	 	Vail	 	467	 	Hoover, Elizab	 	 	 	4/2/2010	 	4.08	 	 	 	 	 	3,900	 	3	 	650	 	550	 	 	 	N	 
	204	 	Vail	 	467	 	Horan, Virgini	 	 	 	6/25/2013	 	0.85	 	 	 	(100)	 	3,900	 	4	 	950	 	550	 	 	 	N	 
	218	 	Eldora	 	348	 	Horoda, Gerald	 	 	 	6/11/2013	 	0.88	 	 	 	(100)	 	3,000	 	2	 	350	 	550	 	 	 	N	 
	128	 	Aspen	 	633	 	Isley, Rosemar	 	 	 	8/5/2010	 	3.74	 	 	 	 	 	4,400	 	2	 	350	 	550	 	 	 	N	 
	115	 	Eldora	 	348	 	Kailer, Helene	 	 	 	10/5/2013	 	0.57	 	 	 	 	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	228	 	Aspen	 	633	 	Kessler, Harri	 	 	 	8/20/2010	 	3.70	 	 	 	 	 	4,400	 	2	 	350	 	550	 	 	 	N	 
	227	 	Eldora	 	348	 	King, Lucy E	 	 	 	3/12/2011	 	3.14	 	 	 	 	 	3,000	 	4	 	950	 	550	 	 	 	N	 
	225	 	Breckenridge	 	407	 	Knight, Milo E	 	 	 	3/13/2009	 	5.13	 	 	 	(300)	 	3,500	 	 	 	 	 	550	 	 	 	N	 
	108	 	Eldora	 	348	 	Krout, Kathari	 	 	 	2/1/2010	 	4.24	 	 	 	 	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	215	 	Eldora	 	348	 	Lovelace, Paul	 	 	 	1/11/2013	 	1.30	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	216	 	Aspen	 	633	 	Mayeda, Sam I	 	Mayeda, Terry	 	12/13/2010	 	3.38	 	 	 	(100)	 	4,400	 	2	 	350	 	550	 	600	 	N	 
	206	 	Eldora	 	348	 	Mays, Jean R	 	 	 	2/8/2014	 	0.22	 	 	 	 	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	211	 	Breckenridge	 	407	 	McQueen, Marie	 	 	 	4/23/2013	 	1.02	 	 	 	 	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	117	 	Breckenridge	 	407	 	Miller, Shirle	 	 	 	9/1/2012	 	1.66	 	 	 	(100)	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	119	 	Keystone	 	393	 	Mohrbacher, Pa	 	 	 	7/20/2010	 	3.78	 	 	 	 	 	3,200	 	3	 	650	 	550	 	 	 	N	 
	221	 	Eldora	 	348	 	Moore, Dorothy	 	 	 	3/25/2014	 	0.10	 	 	 	 	 	3,000	 	2	 	350	 	550	 	 	 	N	 
	124	 	Breckenridge	 	407	 	Neubauer, Clara	 	 	 	4/28/2014	 	0.01	 	 	 	 	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	202	 	Aspen	 	633	 	Olson, Judith	 	 	 	6/12/2009	 	4.88	 	 	 	 	 	4,400	 	3	 	650	 	550	 	 	 	N	 
	207	 	Eldora	 	348	 	Ostergard, Milton S	 	Respite	 	3/11/2014	 	0.14	 	 	 	 	 	4,650	 	 	 	 	 	550	 	 	 	N	 
	121	 	Eldora	 	348	 	Pianta, Hilda	 	 	 	8/23/2011	 	2.69	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	107	 	Eldora	 	348	 	Plaven, Elaine	 	 	 	4/28/2013	 	1.01	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	123	 	Breckenridge	 	407	 	Robinson, Melva	 	 	 	10/4/2012	 	1.57	 	 	 	 	 	3,500	 	3	 	650	 	550	 	 	 	N	 


 




    	155



    	 



    

 


Assisted Living Rent Roll as of 4/30/14


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Basic
    Room Rate	 	Assisted
    Care	 	Second
    Person	 	Status	 
	 	 	Unit	 		 	Primary
    Resident 	 	Secondary
    Resident	 	Move
    In	 	4/30/2014	 	2014	 	Discount	 	Actual	 	Level
    of	 	Actual	 	2014	 	Actual	 	Unit	 
	Unit	 	Type	 	Sq.
    Ft.	 	Name	 	Name	 	Date	 	Yrs	 	Rate	 	Rent	 	Rent	 	Care	 	 	 	Care	 	Rate	 	Rate	 
	120	 	Eldora	 	348	 	Rodgers, Elean	 	 	 	3/6/2013	 	1.15	 	 	 	(100)	 	3,000	 	 	 	 	 	550	 	 	 	N	 
	203	 	Vail	 	467	 	Roelker, Stanl	 	 	 	6/8/2009	 	4.90	 	 	 	 	 	3,900	 	 	 	 	 	550	 	 	 	N	 
	213	 	Breckenridge	 	407	 	Sherfick, Dona	 	 	 	4/1/2012	 	2.08	 	 	 	(100)	 	3,500	 	2	 	350	 	550	 	 	 	N	 
	125	 	Breckenridge	 	407	 	Stevens, Murie	 	 	 	5/20/2013	 	0.95	 	 	 	(100)	 	3,500	 	3	 	650	 	550	 	 	 	N	 
	113	 	Breckenridge	 	407	 	Stolcis, Theod	 	 	 	7/7/2009	 	4.82	 	 	 	 	 	3,500	 	2	 	350	 	550	 	 	 	N	 
	230	 	Eldora	 	348	 	Swanson, Franc	 	 	 	5/28/2011	 	2.93	 	 	 	 	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	130	 	Eldora	 	348	 	Todd, Mary F	 	 	 	11/22/2009	 	4.44	 	 	 	(800)	 	3,000	 	2	 	350	 	550	 	 	 	N	 
	118	 	Eldora	 	348	 	Underwood, Fra	 	 	 	1/28/2012	 	2.25	 	 	 	(100)	 	3,000	 	3	 	650	 	550	 	 	 	N	 
	208	 	Eldora	 	348	 	Wernick, Irwin	 	 	 	7/22/2008	 	5.78	 	 	 	(920)	 	3,000	 	2	 	350	 	550	 	 	 	N	 
	122	 	Breckenridge	 	407	 	Weston, Norma	 	 	 	7/16/2013	 	0.79	 	 	 	 	 	3,500	 	 	 	 	 	550	 	 	 	N	 
	205	 	Eldora	 	348	 	Willis, Cathry	 	 	 	12/6/2012	 	1.40	 	 	 	 	 	3,000	 	2	 	350	 	550	 	 	 	N	 
	126	 	Eldora	 	348	 	Wilson, Gertru	 	 	 	5/27/2011	 	2.93	 	 	 	 	 	3,000	 	4	 	950	 	550	 	 	 	N	 
	106	 	Eldora	 	348	 	Wilson, Jackie	 	 	 	2/11/2014	 	0.21	 	 	 	 	 	3,000	 	2	 	350	 	550	 	 	 	N	 
	104	 	Vail	 	467	 	Zarlengo, Bett	 	 	 	1/7/2014	 	0.31	 	 	 	 	 	3,900	 	4	 	950	 	550	 	 	 	N	 


 






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	60	992	(4,720)	$206,850	$31,500	$600	-	 


  




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	17:07 ERB OPCO SAV LLC dba St Andrew's Village    	05/05/2014  




  


Skilled Nursing Census ending 04/30/14





	Unit#	 	Name	 	Med Rec#	 	From
    Date	 	To Date	 	Days	 	Pyr
    1	 	Ins	 	Status	 	 	 
	105	 	500169	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	3/31/2014	 
	107	 	3130	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	6/9/2012	 
	108	 	2329	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	5/6/2008	 
	109	 	3137	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	1/5/2012	 
	110	 	3064	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	2/20/2012	 
	116	 	500200	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	7/24/2013	 
	117	 	2248	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	12/22/2007	 
	118	 	2756	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	6/13/2013	 
	119	 	3078	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	9/30/2011	 
	120	 	2786	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	4/4/2013	 
	205	 	500409	 	 	 	4/29/2014	 	4/30/2014	 	2	 	PVHC	 	N	 	Admitted	 	4/29/2014	 
	206	 	500405	 	 	 	4/22/2014	 	4/30/2014	 	9	 	MCA	 	N	 	Admitted	 	4/22/2014	 
	207	 	500399	 	 	 	4/15/2014	 	4/30/2014	 	16	 	MCA	 	N	 	Admitted	 	4/11/2014	 
	208	 	2586	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	5/6/2011	 
	210	 	500040	 	 	 	4/1/2014	 	4/30/2014	 	30	 	MCA	 	Y	 	Admitted	 	2/27/2014	 
	216	 	500398	 	 	 	4/21/2014	 	4/30/2014	 	10	 	MCA	 	N	 	Admitted	 	4/21/2014	 
	217	 	500384	 	 	 	4/28/2014	 	4/30/2014	 	3	 	MCA	 	Y	 	Admitted	 	4/28/2014	 
	218	 	500404	 	 	 	4/18/2014	 	4/30/2014	 	13	 	ADVA	 	N	 	Admitted	 	4/18/2014	 
	219	 	170800	 	 	 	4/23/2014	 	4/30/2014	 	8	 	MCA	 	Y	 	Admitted	 	4/23/2014	 
	220	 	500385	 	 	 	4/12/2014	 	4/30/2014	 	19	 	MCA	 	Y	 	Admitted	 	3/23/2014	 
	101A	 	500296	 	 	 	4/18/2014	 	4/30/2014	 	13	 	PVHC	 	N	 	Admitted	 	4/1/2014	 
	101B	 	500381	 	 	 	4/26/2014	 	4/30/2014	 	5	 	PVHC	 	N	 	Admitted	 	4/8/2014	 
	102A	 	500174	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	6/21/2013	 
	102B	 	2813	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	1/2/2013	 
	103A	 	500325	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	1/10/2014	 
	103B	 	3265	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	8/27/2013	 
	104A	 	3362	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	8/23/2013	 
	104B	 	2210	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	7/8/2012	 
	111A	 	3301	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	2/21/2013	 
	111B	 	3176	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	7/11/2012	 
	112A	 	2895	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	1/13/2013	 
	112B	 	3069	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	6/22/2012	 
	113A	 	500379	 	 	 	4/30/2014	 	4/30/2014	 	1	 	MCA	 	Y	 	Admitted	 	3/9/2014	 
	113B	 	500263	 	 	 	4/19/2014	 	4/30/2014	 	12	 	PVHC	 	N	 	Admitted	 	4/1/2014	 
	114A	 	500219	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	12/5/2013	 
	114B	 	500046	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	9/4/2013	 
	115A	 	3218	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	6/2/2012	 
	115B	 	500317	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	3/15/2014	 
	201A	 	170793	 	 	 	4/16/2014	 	4/30/2014	 	15	 	PVHC	 	N	 	Admitted	 	3/25/2014	 
	201B	 	170794	 	 	 	4/16/2014	 	4/30/2014	 	15	 	MCA	 	N	 	Admitted	 	4/16/2014	 
	202A	 	500412	 	 	 	4/30/2014	 	4/30/2014	 	1	 	MCA	 	N	 	Admitted	 	4/30/2014	 
	203A	 	500204	 	 	 	4/22/2014	 	4/30/2014	 	9	 	MCA	 	Y	 	Admitted	 	4/22/2014	 
	204A	 	369650	 	 	 	4/1/2014	 	4/30/2014	 	30	 	PVHC	 	N	 	Admitted	 	3/27/2014	 
	204B	 	500145	 	 	 	4/19/2014	 	4/30/2014	 	12	 	PVHC	 	N	 	Admitted	 	1/9/2014	 
	211A	 	500331	 	 	 	4/28/2014	 	4/30/2014	 	3	 	MCA	 	N	 	Admitted	 	4/28/2014	 
	211B	 	500066	 	 	 	4/1/2014	 	4/30/2014	 	30	 	MCA	 	Y	 	Admitted	 	3/7/2014	 
	212A	 	500251	 	 	 	4/25/2014	 	4/30/2014	 	6	 	MCA	 	N	 	Admitted	 	4/25/2014	 
	213A	 	500382	 	 	 	4/8/2014	 	4/30/2014	 	23	 	MCA	 	Y	 	Admitted	 	3/19/2014	 
	214B	 	500323	 	 	 	4/22/2014	 	4/30/2014	 	9	 	PVHC	 	N	 	Admitted	 	4/22/2014	 
	215A	 	500164	 	 	 	4/26/2014	 	4/30/2014	 	5	 	PVHC	 	N	 	Bedhold	 	6/11/2013	 
	215B	 	500411	 	 	 	4/30/2014	 	4/30/2014	 	1	 	MCA	 	N	 	Admitted	 	4/30/2014	 


 




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	Private	35	 
	Medicare	16	 
	HMO	1	 
	Total	52	90%


 




    	159