Exhibit
10.23

    


    RELEASE AND ASSUMPTION
AGREEMENT

    


    This
Release and Assumption Agreement (this “Agreement”) is
entered into as of December 22, 2010, by and between Hilliard ALF, LLC, a Delaware
limited liability company, and Hilliard ALF TRS, LLC, a
Delaware limited liability company (collectively, the “Purchaser”) and Carriage Court Hilliard, LLC,
a Delaware limited liability company, and Carriage Court Hilliard Lessee,
LLC, a Delaware limited liability company (collectively, the “Seller”).

    


    Recitals.

    


    A.           Seller,
the Secretary of Housing and Urban Development (the “Secretary”) and
others consummated a final closing on July 30, 2009, relative to a certain 102
room, assisted living community located in the city of Hilliard, Franklin
County, Ohio, under the designation of Carriage Court of Hilliard, FHA Project
No. 043-22037 (the “Project”) pursuant to
the provisions of Section232(f) of the National Housing Act of 1937, as amended,
covering certain real property more particularly described in Exhibit A and
attached hereto and incorporated by reference herein (the “Property”).

    


    B.           In
connection with said final closing, the Seller entered into, executed, and/or
approved, without limitation, the following closing documents:

    


    1.           Mortgage
Note, dated as of July 1, 2009 (the “Note”), executed in
favor of Red Mortgage Capital, LLC, an Ohio limited liability company (fka Red
Mortgage Capital, Inc., an Ohio corporation (the “Mortgagee”), in the
principal amount of $13,770,000.00.

    


    2.           Mortgage
Deed, dated as of July 1, 2009 (the “Mortgage”)
executed  in favor of the Mortgagee, and recorded on July 29, 2010, in
the Office of the Recorder of Franklin County, Ohio, as Instrument No.
200907290111107, securing the repayment of amounts not to exceed
$13,770,000.00.

    


    3.           Regulatory
Agreement for Multi-Family Housing Projects (the “Housing Regulatory
Agreement”), dated as of July 30, 2009, and recorded July 29, 2009, as
Instrument No. 200907290111108 in the Franklin County, Ohio Recorder’s
Office.

    


    4.           Regulatory
Agreement Nursing Homes (the “Nursing Home Regulatory
Agreement”), dated as of July 30, 2009, and recorded July 29, 2009, as
Instrument No. 200907290111111 in the Franklin County, Ohio Recorder’s
Office.

    


    C.           Seller,
the Purchaser and others have entered into that certain Purchase and Sale
Agreement, dated as of June 18, 2010, and certain addenda thereto whereunder
the  Seller agrees to sell the and Purchaser agrees to purchase the
Property, including, without limitation, the Project situated
thereon.

    


    D.           The
Purchaser has submitted to the Secretary an Application for Transfer of Physical
Assets (HUD Form 92266) and documents in support thereof (the “TPA Application”)
requesting the Secretary’s approval of the proposed conveyance of the Project to
the Purchaser as set forth in the aforesaid Agreement for Sale of
Assets.

    


    E.           In
connection with the proposed TPA Application the Purchaser has agreed to assume
on a non-recourse basis the Note and Mortgage obligations in accordance with the
terms of this Agreement.

     

    
      
        
        

      

      
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    Agreement.

    


    NOW, THRERFORE, in consideration of the
consent of the Secretary to the transfer of the Property to the Purchaser, and
the consent of the Mortgagee to the assumption of the Note and Mortgage by the
Purchaser, and in order to comply with the requirements of the Secretary, the
National Housing Act of 1937, and the regulations adopted pursuant thereto, the
parties hereto agree as follows:

    


    1.           Effective
as of the date of recordation of the deed conveying title to the Property to the
Purchaser (the “Recording Date”): (i)
the Purchaser agrees to assume, except as limited and modified herein, and to be
bound by said Mortgage, Note, and the Regulatory Agreement, and (ii) the Seller
shall be released from any further liability under the Note, Mortgage and
Regulatory Agreement, excepting that the Seller shall remain liable under said
Regulatory Agreement with respect to the matters hereinafter stated,
namely:

    


    
      	
               
      

            	
              (a)

            	
              for
      funds or property of the Project coming into its hands which, by the
      provisions thereof, it is not entitled to retain;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              for
      its own acts and deeds or acts and deeds of others which it has authorized
      in violation of the provisions
thereof.

            


    

    


    2.           The
purchaser acknowledges that upon default under the Regulatory Agreement as
specified therein, the Secretary may declare the Mortgage in default and the
whole of the indebtedness secured thereby to be due and
payable.  Further, in the event said Mortgage is assigned and
reinsured, and upon default under the Regulatory Agreement as specified therein,
and upon the request of the Secretary, the Mortgage may be declared to be in
default and the whole of the indebtedness secured thereby to be due and
payable.

    


    3.           Notwithstanding  anything
provided herein, neither the Purchaser nor any of its partners, general or
limited, present or future, assume personal liability for payments due under
said Note and Mortgage, or for the payments to the reserve for replacements or
for matters not under their control, provided that the
Purchaser  shall remain liable under said Regulatory Agreement
only  with respect to the matters hereinafter stated,
namely:

    


    
      	
               
      

            	
              (a)

            	
              for
      funds or property of the Project coming into its hands which, by the
      provisions thereof, it is not entitled to retain;
  and

            


    

    


    (b)           for
its own acts and deeds or acts and deeds of others which it has authorized in
violation of the provisions thereof.

    


    4.           The
Purchaser agrees to be bound by said Note, Mortgage and Regulatory Agreement
subject to the foregoing limitation of personal liability, with respect to all
obligations occurring from and after the Recording Date, to the same extent as
if it has been an original party to said instruments.

    


    5.           
The Purchaser agrees that there shall be full compliance: (a) with the
provisions of any laws prohibiting discrimination in housing on the basis of
race, sex, color, creed, national origin, familial status or handicap; and (b)
with the regulations of the Federal Housing Administration providing for
nondiscrimination and equal opportunity in housing.  It is understood
and agreed that failure or refusal to comply with any such provisions shall be a
proper basis for the Secretary to take any corrective action he may deem
necessary, including but not limited to, the rejection of future applications
for FHA mortgage insurance and the refusal to enter into future contracts of any
kind with which the Purchaser is identified; and further, the Secretary shall
not have a similar right of corrective action: (a) with respect to any
individuals who are officers, directors, principal stockholders, trustees,
managers, partners or associates of the Purchaser; and  (b) with
respect to any corporation or any other type of business association or
organization with which the officers, directors, principal stockholders,
trustees, managers, partners or associates of the Purchaser may be
identified.

     

    
      
        
        

      

      
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    RELEASE AND ASSUMPTION
AGREEMENT

    


    Signature
Page of Purchaser

    


    IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their duly appointed agents and officers as of the date first above
written.

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Purchaser:

                            	 
      	 
      
	 
      	 
      	 
      
	
                              Hilliard ALF,
      LLC,

                            	 
      	
                              Hilliard ALF TRS,
      LLC,

                            
	
                              a
      Delaware limited liability company

                            	 
      	
                              a
      Delaware limited liability company

                            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                              By:

                            	/s/ Terry G. Roussel	 
      	
                              By:

                            	/s/ Terry G. Roussel
	 
      	 
      	 
      
	
                              Print Name:  

                            	
                              Terry G. Roussel

                            	 
      	
                              Print Name:  

                            	
                              Terry G. Roussel

                            
	
                              Title:

                            	
                              Authorized
      Officer

                            	 
      	
                              Title:

                            	
                              Authorized
      Officer

                            


                    

                  

                

              

            

          

        

      

    

    


    State of
__________________        :

                                                            
 : SS

    County of
________________         :

    Personally
appeared before me this ______________, 2010, _____________________________, the
Authorized Officer of Hilliard ALF, LLC, a Delaware limited liability company,
for and on behalf of such limited liability company.

    


    _____________________________________

    Notary
Public

    


    State of
__________________        :

                                                             :
SS

    County of
________________        :

    Personally
appeared before me this ______________, 2010, _____________________________, the
Authorized Officer of Hilliard ALF TRS, LLC, a Delaware limited liability
company, for and on behalf of such limited liability company.

    


    _____________________________________

    Notary
Public

    


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    RELEASE AND ASSUMPTION
AGREEMENT

    


    Signature
Page of Seller

    


    IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their duly appointed agents and officers as of the date first above
written.

    


    
      
        
          	
                  Seller:

                	 
      	 
      
	
                  Carriage
      Court Hilliard, LLC, a Delaware limited liability
      company

                	 
      	
                  Carriage
      Court Hilliard Lessee, LLC, a Delaware limited liability
      company

                
	 
      	 
      	 
      
	
                  By:         

                	
                  Oakshire
      Properties Fund V, LLC,

                	 
      	
                  By:         

                	
                  Oakshire
      Properties Fund V, LLC,

                
	 
      	
                  a
      Delaware limited liability company,

                	 
      	 
      	
                  a
      Delaware limited liability company,

                
	 
      	
                  its
      Sole Member

                	 
      	 
      	
                  its
      Sole Member

                
	 
      	 
      	 
      
	
                  By:

                	
                  Wilkinson
      Corporation,

                	 
      	
                  By:

                	
                  Wilkinson
      Corporation,

                
	 
      	
                  a
      Washington corporation,

                	 
      	 
      	
                  a
      Washington corporation,

                
	 
      	
                  its
      Manager

                	 
      	 
      	
                  its
      Manager

                
	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      James T. Wilkinson  

                	 
      	
                  By:

                	
                  /s/
      James T. Wilkinson

                
	 
      	
                  James
      T. Wilkinson

                	 
      	 
      	
                  James
      T. Wilkinson

                


        

      

    

    


    STATE OF
____________________,

    COUNTY OF
__________________, SS:

    Personally
appeared before me this August___, 2010, James T. Wilkinson, the President of
Wilkinson Corporation, Inc., a Washington corporation, the Manager of Oakshire
Properties Fund V, LLC, a Delaware limited liability company, the Sole Member of
Carriage Court Hilliard, LLC, a Delaware limited liability company, on behalf of
said limited liability company.

    


    ______________________________________

    Notary
Public

    


    STATE OF
____________________,

    COUNTY OF
__________________, SS:

    Personally
appeared before me this August ____, 2010, James T. Wilkinson, the President of
Wilkinson Corporation, Inc., a Washington corporation, the Manager of Oakshire
Properties Fund V, LLC, a Delaware limited liability company, the Sole Member of
Carriage Court Hilliard Lessee, LLC, a Delaware limited liability company, on
behalf of said limited liability company.

    


    ______________________________________

    Notary
Public

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    RELEASE AND ASSUMPTION
AGREEMENT

    


    Signature
Page of Mortgagee’s Consent

    


    IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their duly appointed agents and officers as of the date first above
written.

    


    December
20, 2010

    


    Red Mortgage Capital, LLC, a
Delaware limited liability company, hereby consents to the foregoing Release and
Assumption, by and between Hilliard ALF, LLC, a Delaware
limited liability company, and Hilliard ALF TRS, LLC, a
Delaware limited liability company (collectively, the “Purchaser”) and Carriage Court Hilliard, LLC,
a Delaware limited liability company, and Carriage Court Hilliard Lessee,
LLC, a Delaware limited liability company (collectively, the “Seller”).

    


    Mortgagee:

    


    Red Mortgage Capital,
LLC,

    a
Delaware limited liability company

    (fka Red
Mortgage Capital, Inc., an Ohio corporation)

    


    
      
        
          	
                  By:

                	
                  /s/ Jeffrey N. Leeth

                
	 
      	 
      
	
                  Print Name:     

                	
                  Jeffrey N. Leeth

                
	 
      	 
      
	
                  Title:

                	
                  Vice
President

                


        

      

    

    


    STATE OF
OHIO,

    COUNTY OF
FRANKLIN, SS:

    


    The
foregoing instrument was acknowledged before me, a Notary Public, in and for
said county and state, this ______________, 2010, by
______________________________________________________, the
___________________________________________, of Red Mortgage Capital, LLC, a
Delaware limited liability company (fka Red Mortgage Capital, Inc., an Ohio
corporation), on behalf of said limited liability company.

    


    ______________________________________

    Notary
Public

    


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    RELEASE AND ASSUMPTION
AGREEMENT

    


    Secretary’s
Endorsement

    


    December
20, 2010

    


    The Secretary of Housing and Urban
Development hereby consents to the foregoing Release and Assumption, by
and between Hilliard ALF,
LLC, a Delaware limited liability company, and Hilliard ALF TRS, LLC, a
Delaware limited liability company (collectively, the “Purchaser”) and Carriage Court Hilliard, LLC,
a Delaware limited liability company, and Carriage Court Hilliard Lessee,
LLC, a Delaware limited liability company (collectively, the “Seller”).

    


    Secretary:

    


    SECRETARY
OF HOUSING AND URBAN DEVELOPMENT

    


    
      
        	
                By:

              	
                John Hartung

              
	 
      	 
      
	
                Its:

              	
                Acting Director, Asset Management & Lender Relations

              


      

    

    


    STATE OF
OHIO                               
 )

        
)           SS

    COUNTY OF
_____________            
)

    


    The foregoing instrument was
acknowledged before me, a Notary Public, in and for said county and state, this
______________, 2010, by __________________________________________________, an
authorized agent of the Federal Housing Commissioner, pursuant to authority
conferred upon him/her by 24 CFR 207 and acknowledged that he/she signed and
delivered the foregoing agreement as the free and voluntary act of the Secretary
of Housing and Urban Development acting by and through the Federal Housing
Commissioner for the uses and purposes therein set forth.

    


    _____________________________

    Notary
Public

     

    [End
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      RELEASE AND ASSUMPTION
AGREEMENT

       

      Exhibit
A

       

    

    Legal Description of the
Property

     

    Located
in Virginia Military Survey No. 3013, City of Hilliard, Franklin County, State
of Ohio, being 2.053 acres out of a 9.257 acre parcel described as Tract VI-B,
and 2.458 acres out of an 83.033 acre parcel described as parcel 12, Tract I,
both as conveyed to Zaring-Campbell Company, Ltd., by deed recorded in Official
Record 11023 I 03 of the deed records of said Franklin County, and being more
fully described as follows:

     

    Beginning
for reference at a railroad spike (found) in the centerline of Main Street and
at the northeast corner of land conveyed to Jepe, Inc. as Parcel Two by deed
recorded in Official Record 16533 D 13 of the deed records of said Franklin
County, said point also being the southeast corner of dedicated Main Street as
delineated on the recorded plat of Heritage Club Drive and Main Street
Dedication and Easements, as recorded in Plat Book 80, Page 51 of the plat
records of said Franklin County;

     

    Thence
along the north line of said Jepe, Inc., Parcel Two, and the south line of said
dedicated Main Street South 89° 27’ 03” West for 290.40 feet, passing an iron
pin (set) in the west right-of-way line of said Main Street at 50.00 feet, to an
iron pin (set) at the True Point of Beginning of land herein
described;

     

    Thence
along the west line of said Jepe, Inc., Parcel Two and land conveyed to Jepe,
Inc. as Parcel One by deed recorded in Official Record 16533 D 13 of the deed
records of said Franklin County South 00° 03’ 57” East for 199.96 feet to an
iron pin (found) in the north right-of-way line of Constitution Boulevard,
recorded in Plat Book 31, page 35 of the plat records of said Franklin County,
said point also being the southeast corner of said Tract VI-B and the southwest
corner of said Jepe, Inc., Parcel One;

     

    Thence
along the north right-of-way line of said Constitution Boulevard South 89° 28’
01” West for 421.23 feet, passing an iron pin (found) in the west line of said
Tract VI-B and the east line of said Parcel 12, Tract I at 229.66 feet, to an
iron pin (found) at the northwest corner of the right-of-way of said
Constitution Boulevard;

     

    Thence,
on a new line, along the westerly extension of the north right-of-way line of
said Constitution Boulevard, South 89° 28’ 01” West for 65.59 feet to an iron
pin (set) in the east right-of-way line of Heritage Club Drive as recorded in
Plat Book 80, page 51 of the plat records of said Franklin County;

     

    Thence
along the east and south right-of-way line of said Heritage Club Drive for the
following three courses:

     

    along a
curve to the left, said curve having a radius of 1,530.00 feet, an internal
angle of 5° 48’ 26”, (long chord bearing North 09° 36’ 52” West for 155.01 feet)
for 155.07 feet on the arc to an iron pin (set);


    
      
         


      

      
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    thence
along a curve to the right, said curve having a radius of 220.00 feet, an
internal angle of 115° 10’ 34” (long chord bearing North 45° 04’ 12” East for
371.46 feet) for 442.24 feet on the arc to an iron pin (set);

     

    thence on
a curve to the left, said curve having a radius of 1,530.00 feet, an internal
angle of 09° 26’ 10” (long chord bearing South 82° 03’ 36” East for 251.69 feet)
for 251.97 feet on the arc to an iron pin (set) at the northwest corner of land
conveyed to S. Abraham & Sons, Inc. by deed recorded in Official Record
30895 D 15 of the deed records of said Franklin County;

     

    Thence
leaving the south right-of-way line of said Heritage Club Drive, and along the
west line of said S. Abraham & Sons, Inc. land South 00° 03’ 57” East for
175.91 feet to the True Point of Beginning.

     

    Containing
4.511 acres, more or less.

     

    Basis of
Bearings: right-of-way line of Heritage Club Drive, as recorded in Plat Book 80,
Page 51 of the Plat Records of Franklin County, Ohio.


    
      
         


      

      
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