Multifamily Loan and Security Agreement



 Exhibit 10.1 
  

 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT 

(Non-Recourse) (Seniors Housing) 
 BY AND BETWEEN 
 CHT DECATUR IL SENIOR LIVING, LLC, a Delaware limited
liability company 
 AND 
 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation 
 DATED AS
OF 
 MAY 8, 2013 
  

 
 



 







 TABLE OF CONTENTS 

 

							
	 ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS
	  	 	1	  
		
	
    SECTION  1.01    DEFINED
TERMS
	  	 	1	  
	
    SECTION  1.02    SCHEDULES,
EXHIBITS AND ATTACHMENTS INCORPORATED
	  	 	1	  
		
	 ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS
	  	 	2	  
		
	
    SECTION  2.01    MORTGAGE LOAN
ORIGINATION AND SECURITY
	  	 	2	  
	       (a)
	 	Making of Mortgage Loan	  	 	2	  
	       (b)
	 	Security for Mortgage Loan	  	 	2	  
	       (c)
	 	Protective Advances	  	 	2	  
	
    SECTION  2.02    PAYMENTS ON
MORTGAGE LOAN
	  	 	2	  
	       (a)
	 	Debt Service Payments	  	 	2	  
	       (b)
	 	Capitalization of Accrued But Unpaid Interest	  	 	3	  
	       (c)
	 	Late Charges	  	 	3	  
	       (d)
	 	Default Rate	  	 	4	  
	       (e)
	 	Address for Payments	  	 	5	  
	       (f)
	 	Application of Payments	  	 	5	  
	
    SECTION  2.03    
LOCKOUT/PREPAYMENT
	  	 	5	  
	       (a)
	 	Prepayment; Prepayment Lockout; Prepayment Premium	  	 	5	  
	       (b)
	 	Voluntary Prepayment in Full	  	 	6	  
	       (c)
	 	Acceleration of Mortgage Loan	  	 	7	  
	       (d)
	 	Application of Collateral	  	 	7	  
	       (e)
	 	Casualty and Condemnation	  	 	7	  
	       (f)
	 	No Effect on Payment Obligations	  	 	7	  
	       (g)
	 	Loss Resulting from Prepayment	  	 	7	  
		
	 ARTICLE 3 - PERSONAL LIABILITY
	  	 	8	  
		
	
    SECTION  3.01    NON-RECOURSE
MORTGAGE LOAN; EXCEPTIONS
	  	 	8	  
	
    SECTION  3.02    PERSONAL
LIABILITY OF BORROWER (EXCEPTIONS TO NON-RECOURSE PROVISION)
	  	 	8	  
	       (a)
	 	Personal Liability Based on Lender’s Loss	  	 	8	  
	       (b)
	 	Full Personal Liability for Mortgage Loan	  	 	10	  
	
    SECTION  3.03    PERSONAL
LIABILITY FOR INDEMNITY OBLIGATIONS
	  	 	10	  
	
    SECTION  3.04    LENDER’S
RIGHT TO FOREGO RIGHTS AGAINST MORTGAGED PROPERTY
	  	 	10	  
		
	 ARTICLE 4 - BORROWER STATUS
	  	 	11	  
		
	
    SECTION  4.01    REPRESENTATIONS
AND WARRANTIES
	  	 	11	  
	       (a)
	 	Due Organization and Qualification	  	 	11	  
	       (b)
	 	Location	  	 	11	  
	       (c)
	 	Power and Authority	  	 	11	  
	       (d)
	 	Due Authorization	  	 	12	  
	       (e)
	 	Valid and Binding Obligations	  	 	12	  
	       (f)
	 	Effect of Mortgage Loan on Borrower’s Financial Condition	  	 	12	  
	       (g)
	 	Economic Sanctions, Anti-Money Laundering and Anti-Corruption	  	 	12	  
	       (h)
	 	Borrower Single Asset Status	  	 	13	  
	       (i)
	 	No Bankruptcies or Judgments	  	 	14	  
	       (j)
	 	No Litigation	  	 	14	  
	       (k)
	 	Payment of Taxes, Assessments and Other Charges	  	 	15	  


  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page i
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae










							
	       (l)
	 	Not a Foreign Person	  	 	15	  
	        (m)
	 	ERISA	  	 	15	  
	       (n)
	 	Default Under Other Obligations	  	 	16	  
	       (o)
	 	Prohibited Person	  	 	16	  
	       (p)
	 	Licensing; Compliance with Law	  	 	16	  
	
    SECTION  4.02    COVENANTS
	  	 	17	  
	       (a)
	 	Maintenance of Existence; Organizational Documents	  	 	17	  
	       (b)
	 	Anti-Money Laundering, Anti-Corruption and Economic Sanctions	  	 	18	  
	       (c)
	 	Payment of Taxes, Assessments and Other Charges	  	 	19	  
	       (d)
	 	Borrower Single Asset Status	  	 	19	  
	       (e)
	 	ERISA	  	 	20	  
	       (f)
	 	Notice of Litigation or Insolvency	  	 	20	  
	       (g)
	 	Payment of Costs, Fees, and Expenses	  	 	20	  
	       (h)
	 	Compliance with Laws Applicable to Seniors Housing Facility	  	 	21	  
		
	 ARTICLE 5 - THE MORTGAGE LOAN
	  	 	21	  
		
	     SECTION  5.01     REPRESENTATIONS
AND WARRANTIES
	  	 	21	  
	       (a)
	 	Receipt and Review of Loan Documents	  	 	21	  
	       (b)
	 	No Default	  	 	21	  
	
    SECTION  5.02    COVENANTS
	  	 	22	  
	       (a)
	 	Ratification of Covenants; Estoppels; Certifications	  	 	22	  
	       (b)
	 	Further Assurances	  	 	22	  
	       (c)
	 	Sale of Mortgage Loan	  	 	23	  
	       (d)
	 	Limitations on Further Acts of Borrower	  	 	23	  
	       (e)
	 	Financing Statements; Record Searches	  	 	24	  
		
	 ARTICLE 6 - PROPERTY USE, PRESERVATION AND MAINTENANCE
	  	 	24	  
		
	
    SECTION  6.01    REPRESENTATIONS
AND WARRANTIES
	  	 	24	  
	       (a)
	 	Compliance with Law; Permits and Licenses	  	 	24	  
	       (b)
	 	Operating Documents; Contracts; Resident Records	  	 	25	  
	       (c)
	 	Property Characteristics	  	 	26	  
	       (d)
	 	Property Ownership	  	 	26	  
	
    SECTION  6.02    COVENANTS
	  	 	26	  
	       (a)
	 	Use of Property	  	 	26	  
	       (b)
	 	Property Maintenance	  	 	27	  
	       (c)
	 	Property Preservation	  	 	28	  
	       (d)
	 	Property Inspections	  	 	29	  
	       (e)
	 	Compliance with Laws	  	 	30	  
	       (f)
	 	Licensing	  	 	30	  
	       (g)
	 	Medicaid	  	 	31	  
	       (h)
	 	Facility Operating Agreement	  	 	32	  
	       (i)
	 	Change in Property Operator	  	 	33	  
	       (j)
	 	Contracts	  	 	33	  
	
    SECTION  6.03    MORTGAGE LOAN
ADMINISTRATION MATTERS REGARDING THE PROPERTY
	  	 	33	  
	       (a)
	 	Property Management	  	 	33	  
	       (b)
	 	Subordination of Fees by Property Operator	  	 	34	  
	       (c)
	 	Physical Needs Assessment	  	 	34	  


  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page ii
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae










							
	 ARTICLE 7 - LEASES AND RENTS
	  	 	34	  
		
	     SECTION  7.01     REPRESENTATIONS
AND WARRANTIES
	  	 	34	  
	       (a)
	  	Prior Assignment of Rents	  	 	34	  
	       (b)
	  	Prepaid Rents	  	 	35	  
	     SECTION  7.02    
COVENANTS
	  	 	36	  
	       (a)
	  	Leases	  	 	36	  
	       (b)
	  	Commercial Leases	  	 	36	  
	       (c)
	  	Payment of Rents	  	 	37	  
	       (d)
	  	Assignment of Rents	  	 	38	  
	       (e)
	  	Further Assignments of Leases and Rents	  	 	38	  
	       (f)
	  	Options to Purchase by Tenants	  	 	38	  
	     SECTION  7.03     MORTGAGE
LOAN ADMINISTRATION REGARDING LEASES AND RENTS
	  	 	38	  
	       (a)
	  	Material Commercial Lease Requirements	  	 	38	  
	       (b)
	  	Residential Lease Requirements	  	 	38	  
		
	 ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING
	  	 	39	  
		
	     SECTION  8.01     REPRESENTATIONS
AND WARRANTIES
	  	 	39	  
	       (a)
	  	Financial Information	  	 	39	  
	       (b)
	  	No Change in Facts or Circumstances	  	 	39	  
	     SECTION  8.02    
COVENANTS
	  	 	39	  
	       (a)
	  	Obligation to Maintain Accurate Books and Records	  	 	39	  
	       (b)
	  	Items to Furnish to Lender	  	 	40	  
	       (c)
	  	Delivery of Books and Records	  	 	43	  
	
    SECTION  8.03     MORTGAGE
LOAN ADMINISTRATION MATTERS REGARDING BOOKS AND RECORDS AND FINANCIAL REPORTING
	  	 	43	  
	       (a)
	  	Right to Audit Books and Records	  	 	43	  
	       (b)
	  	Credit Reports; Credit Score	  	 	43	  
		
	 ARTICLE 9 - INSURANCE
	  	 	44	  
		
	     SECTION  9.01     REPRESENTATIONS
AND WARRANTIES
	  	 	44	  
	       (a)
	  	Compliance with Insurance Requirements	  	 	44	  
	       (b)
	  	Property Condition	  	 	44	  
	     SECTION  9.02    
COVENANTS
	  	 	44	  
	       (a)
	  	Insurance Requirements	  	 	44	  
	       (b)
	  	Delivery of Policies, Renewals, Notices and Proceeds	  	 	45	  
	     SECTION  9.03     MORTGAGE
LOAN ADMINISTRATION MATTERS REGARDING INSURANCE
	  	 	45	  
	       (a)
	  	Lender’s Ongoing Insurance Requirements	  	 	45	  
	       (b)
	  	Application of Proceeds on Event of Loss	  	 	46	  
	       (c)
	  	Payment Obligations Unaffected	  	 	48	  
	       (d)
	  	Foreclosure Sale	  	 	49	  
	       (e)
	  	Appointment of Lender as Attorney-In-Fact	  	 	49	  
		
	 ARTICLE 10 - CONDEMNATION
	  	 	49	  
		
	     SECTION  10.01
    REPRESENTATIONS AND WARRANTIES
	  	 	49	  
	       (a)
	  	Prior Condemnation Action	  	 	49	  
	       (b)
	  	Pending Condemnation Actions	  	 	49	  
	     SECTION  10.02
    COVENANTS
	  	 	49	  
	       (a)
	  	Notice of Condemnation	  	 	49	  
	       (b)
	  	Condemnation Proceeds	  	 	50	  


  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page iii
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae










							
	     SECTION  10.03     MORTGAGE
LOAN ADMINISTRATION MATTERS REGARDING CONDEMNATION
	  	 	50	  
	       (a)
	 	Application of Condemnation Awards	  	 	50	  
	       (b)
	 	Payment Obligations Unaffected	  	 	50	  
	       (c)
	 	Appointment of Lender as Attorney-In-Fact	  	 	50	  
		
	 ARTICLE 11 - LIENS, TRANSFERS AND ASSUMPTIONS
	  	 	51	  
		
	     SECTION  11.01
    REPRESENTATIONS AND WARRANTIES
	  	 	51	  
	       (a)
	 	No Labor or Materialmen’s Claims	  	 	51	  
	       (b)
	 	No Other Interests	  	 	51	  
	     SECTION  11.02
    COVENANTS
	  	 	51	  
	       (a)
	 	Liens; Encumbrances	  	 	51	  
	       (b)
	 	Transfers	  	 	51	  
	       (c)
	 	No Other Indebtedness and Mezzanine Financing	  	 	54	  
	
    SECTION  11.03   MORTGAGE LOAN
ADMINISTRATION MATTERS REGARDING LIENS, TRANSFERS AND ASSUMPTIONS
	  	 	54	  
	       (a)
	 	Assumption of Mortgage Loan	  	 	54	  
	       (b)
	 	Transfers to Key Principal-Owned Affiliates or Guarantor-Owned Affiliates	  	 	55	  
	       (c)
	 	Estate Planning	  	 	56	  
	       (d)
	 	Termination or Revocation of Trust	  	 	56	  
	       (f)
	 	Bankruptcy of Guarantor	  	 	58	  
	       (g)
	 	Further Conditions to Transfers and Assumption	  	 	59	  
		
	 ARTICLE 12 - IMPOSITIONS
	  	 	60	  
		
	     SECTION  12.01
    REPRESENTATIONS AND WARRANTIES
	  	 	60	  
	       (a)
	 	Payment of Taxes, Assessments and Other Charges	  	 	61	  
	     SECTION 12.02
    COVENANTS
	  	 	61	  
	       (a)
	 	Imposition Deposits, Taxes, and Other Charges	  	 	61	  
	     SECTION  12.03     MORTGAGE
LOAN ADMINISTRATION MATTERS REGARDING IMPOSITIONS
	  	 	62	  
	       (a)
	 	Maintenance of Records by Lender	  	 	62	  
	       (b)
	 	Imposition Accounts	  	 	62	  
	       (c)
	 	Payment of Impositions; Sufficiency of Imposition Deposits	  	 	62	  
	       (d)
	 	Imposition Deposits Upon Event of Default	  	 	63	  
	       (e)
	 	Contesting Impositions	  	 	63	  
	       (f)
	 	Release to Borrower	  	 	63	  
		
	 ARTICLE 13 - REPLACEMENT RESERVE AND REPAIRS
	  	 	64	  
		
	     SECTION  13.01
    COVENANTS
	  	 	64	  
	       (a)
	 	Initial Deposits to Replacement Reserve Account and Repairs Escrow Account	  	 	64	  
	       (b)
	 	Monthly Replacement Reserve Deposits	  	 	64	  
	       (c)
	 	Payment for Replacements and Repairs	  	 	64	  
	       (d)
	 	Assignment of Contracts for Replacements and Repairs	  	 	64	  
	       (e)
	 	Indemnification	  	 	65	  
	       (f)
	 	Amendments to Loan Documents	  	 	65	  
	       (g)
	 	Administrative Fees and Expenses	  	 	65	  
	     SECTION  13.02     MORTGAGE
LOAN ADMINISTRATION MATTERS REGARDING RESERVES
	  	 	65	  
	       (a)
	 	Accounts, Deposits, and Disbursements	  	 	65	  
	       (b)
	 	Approvals of Contracts; Assignment of Claims	  	 	65	  
	       (c)
	 	Delays and Workmanship	  	 	72	  
	       (d)
	 	Appointment of Lender as Attorney-In-Fact	  	 	72	  
	       (e)
	 	No Lender Obligation	  	 	73	  
	       (f)
	 	No Lender Warranty	  	 	73	  


  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page iv
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae










							
		
	 ARTICLE 14 - DEFAULTS/REMEDIES
	  	 	74	  
		
	     SECTION  14.01     EVENTS
OF DEFAULT
	  	 	74	  
	       (a)
	 	Automatic Events of Default	  	 	74	  
	       (b)
	 	Events of Default Subject to a Specified Cure Period	  	 	76	  
	       (c)
	 	Events of Default Subject to Extended Cure Period	  	 	77	  
	     SECTION  14.02
    REMEDIES
	  	 	77	  
	       (a)
	 	Acceleration; Foreclosure	  	 	77	  
	       (b)
	 	Loss of Right to Receive Replacement Reserve Disbursements and Repairs Disbursements	  	 	78	  
	       (c)
	 	Remedies Cumulative	  	 	78	  
	       (d)
	 	Operations upon Event of Default; Lockbox Account	  	 	78	  
	     SECTION  14.03     ADDITIONAL
LENDER RIGHTS; FORBEARANCE
	  	 	79	  
	       (a)
	 	No Effect Upon Obligations	  	 	79	  
	       (b)
	 	No Waiver of Rights or Remedies	  	 	80	  
	       (c)
	 	Appointment of Lender as Attorney-in-Fact	  	 	80	  
	     SECTION  14.04     WAIVER
OF MARSHALING
	  	 	82	  
		
	 ARTICLE 15 - MISCELLANEOUS
	  	 	82	  
		
	     SECTION  15.01     GOVERNING
LAW; CONSENT TO JURISDICTION AND VENUE
	  	 	82	  
	       (a)
	 	Governing Law	  	 	82	  
	       (b)
	 	Venue	  	 	82	  
	     SECTION  15.02
    NOTICE
	  	 	83	  
	       (a)
	 	Process of Serving Notice	  	 	83	  
	       (b)
	 	Change of Address	  	 	83	  
	       (c)
	 	Default Method of Notice	  	 	83	  
	       (d)
	 	Receipt of Notices	  	 	84	  
	     SECTION  15.03     SUCCESSORS
AND ASSIGNS BOUND; SALE OF MORTGAGE LOAN
	  	 	84	  
	       (a)
	 	Binding Agreement	  	 	84	  
	       (b)
	 	Sale of Mortgage Loan; Change of Servicer	  	 	84	  
	     SECTION  15.04
    COUNTERPARTS
	  	 	84	  
	     SECTION  15.05     JOINT
AND SEVERAL (OR SOLIDARY) LIABILITY
	  	 	84	  
	     SECTION  15.06     RELATIONSHIP
OF PARTIES; NO THIRD PARTY BENEFICIARY
	  	 	84	  
	       (a)
	 	Solely Creditor and Debtor	  	 	84	  
	       (b)
	 	No Third Party Beneficiaries	  	 	85	  
	     SECTION  15.07     SEVERABILITY;
ENTIRE AGREEMENT; AMENDMENTS
	  	 	85	  
	     SECTION  15.08
    CONSTRUCTION
	  	 	85	  
	     SECTION  15.09     MORTGAGE
LOAN SERVICING
	  	 	86	  
	     SECTION  15.10     DISCLOSURE
OF INFORMATION
	  	 	87	  
	     SECTION  15.11     WAIVER;
CONFLICT
	  	 	87	  
	     SECTION  15.12     [INTENTIONALLY
DELETED.]
	  	 	87	  
	     SECTION  15.13
    SUBROGATION
	  	 	87	  
	     SECTION  15.14     COUNTING
OF DAYS
	  	 	87	  
	     SECTION  15.15     REVIVAL
AND REINSTATEMENT OF INDEBTEDNESS
	  	 	87	  
	     SECTION  15.16     TIME
IS OF THE ESSENCE
	  	 	88	  
	     SECTION  15.17     FINAL
AGREEMENT
	  	 	88	  
	     SECTION  15.18     WAIVER OF TRIAL BY
JURY
	  	 	88	  


  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page v
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 SCHEDULES & EXHIBITS 

Schedules 

					
	 Schedule 1
	  	Definitions Schedule (required)	  	Form 6101.FR.SRS
	 Schedule 2
	  	Summary of Loan Terms (required)	  	Form 6102.FR.SRS
	 Schedule 3
	  	Interest Rate Type Provisions (required)	  	Form 6103.FR
	 Schedule 4
	  	Prepayment Premium Schedule (required)	  	Form 6104.01
	 Schedule 5
	  	Required Replacement Schedule (required)	  	
	 Schedule 6
	  	Required Repair Schedule (required)	  	
	 Schedule 7
	  	Exceptions to Representations and Warranties Schedule (required)	  	

 Exhibits 

					
	 Exhibit A
	  	Modifications to Loan Agreement (Cross-Default and Cross Collateralization: Multi-Note)	  	Form 6203
	 Exhibit B
	  	Modifications to Loan Agreement (Waiver of Imposition Deposits)	  	Form 6228


  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page vi
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 MULTIFAMILY LOAN AND SECURITY AGREEMENT 

(Non-Recourse) (Seniors Housing) 
 This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) is made as of the Effective Date
(as hereinafter defined) by and between CHT DECATUR IL SENIOR LIVING, LLC, a Delaware limited liability company (“Borrower”), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (“Lender”).

 RECITALS: 
 WHEREAS, Borrower desires to obtain the Mortgage Loan (as hereinafter defined) from Lender to be secured by the Mortgaged Property (as hereinafter defined); and 

WHEREAS, Lender is willing to make the Mortgage Loan on the terms and conditions contained in this Loan Agreement and in
the other Loan Documents (as hereinafter defined); 
 NOW, THEREFORE, in consideration of the making of the
Mortgage Loan by Lender and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereby covenant, agree, represent and warrant as follows: 

AGREEMENTS: 
 ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE 
 LOAN TERMS 

Section 1.01        Defined Terms. 

Capitalized terms not otherwise defined in the body of this Loan Agreement shall have the meanings set forth in the
Definitions Schedule attached as Schedule 1 to this Loan Agreement. 

Section 1.02        Schedules, Exhibits and Attachments Incorporated. 

The schedules, exhibits and any other addenda or attachments are incorporated fully into this Loan Agreement by this
reference and each constitutes a substantive part of this Loan Agreement. 

  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page 1
	 Article 1
	 	06-12	 	© 2012 Fannie Mae









 ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS 

Section 2.01        Mortgage Loan Origination and Security. 

(a)        Making of Mortgage Loan. 

On the Effective Date and subject to the terms and conditions of this Loan Agreement and the other Loan Documents, Lender
hereby makes the Mortgage Loan to Borrower and Borrower hereby accepts the Mortgage Loan from Lender. Borrower covenants and agrees that it shall: 

(1)        pay the Indebtedness, including the Prepayment
Premium, if any (whether in connection with any voluntary prepayment or in connection with an acceleration by Lender of the Indebtedness), in accordance with the terms of this Loan Agreement and the other Loan Documents; and 

(2)        perform, observe and comply with this Loan Agreement
and all other provisions of the other Loan Documents. 

(b)        Security for Mortgage Loan. 

The Mortgage Loan is made pursuant to this Loan Agreement, is evidenced by the Note and is secured by the Security
Instrument, this Loan Agreement and the other Loan Documents that are expressly stated to be security for the Mortgage Loan. 
 (c)        Protective Advances. 
 As provided in the Security Instrument, Lender may take such actions or disburse such funds as Lender reasonably deems necessary to perform the obligations of Borrower under this Loan Agreement and the
other Loan Documents and to protect Lender’s interest in the Mortgaged Property. 

Section 2.02        Payments on Mortgage Loan. 

(a)        Debt Service Payments. 

(1)        Short Month Interest. 

If the Effective Date is any day other than the first day of the month, interest for the period beginning
on the Effective Date and ending on and including the last day of the month in which the Effective Date occurs shall be payable by Borrower on the Effective Date. 

(2)        Interest Accrual and Computation. 

Except as provided in Section 2.02(a)(1), interest shall be paid in arrears. Interest shall accrue
as provided in the Schedule of Interest Rate Type Provisions and shall be 

  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page 2
	 Article 2
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computed in accordance with the Interest Accrual Method. If the Interest Accrual Method is “Actual/360,” Borrower acknowledges and agrees that the amount allocated to interest for each
month will vary depending on the actual number of calendar days during such month. 

(3)        Monthly Debt Service Payments. 

Consecutive monthly debt service installments (comprised of either interest only or principal and
interest, depending on the Amortization Type), each in the amount of the applicable Monthly Debt Service Payment, shall be due and payable on the First Payment Date, and on each Payment Date thereafter until the Maturity Date at which time all
Indebtedness shall be due. Any regularly scheduled Monthly Debt Service Payment that is received by Lender before the applicable Payment Date shall be deemed to have been received on such Payment Date solely for the purpose of calculating interest
due. 
 (4)        Payment at Maturity.

 The unpaid principal balance of the Mortgage Loan, any Accrued Interest thereon and all
other Indebtedness shall be due and payable on the Maturity Date. 

(5)        Interest Rate Type. 

See the Schedule of Interest Rate Type Provisions for additional provisions, if any, specific to the
Interest Rate Type. 
 (b)        Capitalization of Accrued But
Unpaid Interest. 
 Any accrued and unpaid interest on the Mortgage Loan remaining past due for
thirty (30) days or more may, at Lender’s election, be added to and become part of the unpaid principal balance of the Mortgage Loan. 
 (c)        Late Charges. 
 (1)        If any Monthly Debt Service Payment due hereunder is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged
Property located in Mississippi or North Carolina to comply with applicable law) after the applicable Payment Date, or any amount payable under this Loan Agreement (other than the payment due on the Maturity Date for repayment of the Mortgage Loan
in full) or any other Loan Document is not received by Lender within ten (10) days (or fifteen (15) days for any Mortgaged Property located in Mississippi or North Carolina to comply with applicable law) after the date such amount is due,
inclusive of the date on which such amount is due, Borrower shall pay to Lender, immediately without demand by Lender, the Late Charge. 
 The Late Charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 2.02(d). 

  

					
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 (2)        Borrower
acknowledges and agrees that: 
 (A)        its failure
to make timely payments will cause Lender to incur additional expenses in servicing and processing the Mortgage Loan; 
 (B)        it is extremely difficult and impractical to determine those additional expenses; 

(C)        Lender is entitled to be compensated for such
additional expenses; and 
 (D)        the Late Charge
represents a fair and reasonable estimate, taking into account all circumstances existing on the date hereof, of the additional expenses Lender will incur by reason of any such late payment. 

(d)        Default Rate. 

(1)        Default interest shall be paid as follows: 

(A)        If any amount due on the Mortgage Loan (other than
amounts due on the Maturity Date) remains past due for thirty (30) days or more, interest on such unpaid amount(s) shall accrue from the date payment is due at the Default Rate and shall be payable upon demand by Lender. 

(B)        If any principal, Accrued Interest or other
Indebtedness due on the Mortgage Loan is not paid in full on the Maturity Date, then interest shall accrue at the Default Rate on all such unpaid amounts from the Maturity Date until fully paid and shall be payable upon demand by Lender. 

Absent a demand by Lender, any such amounts shall be payable by Borrower in the same manner as provided for the payment
of Monthly Debt Service Payments. To the extent permitted by applicable law, interest shall also accrue at the Default Rate on any judgment obtained by Lender against Borrower in connection with the Mortgage Loan. 

(2)        Borrower acknowledges and agrees that: 

(A)        its failure to make timely payments will cause Lender
to incur additional expenses in servicing and processing the Mortgage Loan; and 

(B)        in connection with any failure to timely pay all
amounts due in respect of the Mortgage Loan on the Maturity Date, or during the time that any Monthly Debt Service Payment or other payment due on the Mortgage Loan is delinquent for more than thirty (30) days: 

(i)        Lender’s risk of nonpayment of the Mortgage Loan
will be materially increased; 

  

					
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(ii)        Lender’s ability to meet its other obligations
and to take advantage of other investment opportunities will be adversely impacted; 

(iii)        Lender will incur additional costs and expenses
arising from its loss of the use of the amounts due; 

(iv)        it is extremely difficult and impractical to
determine such additional costs and expenses; 

(v)        Lender is entitled to be compensated for such
additional risks, costs and expenses; and 

(vi)        the increase from the Interest Rate to the Default
Rate represents a fair and reasonable estimate of the additional risks, costs and expenses Lender will incur by reason of Borrower’s delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of
nonpayment associated with a delinquency on the Mortgage Loan (taking into account all circumstances existing on the Effective Date). 
 (e)        Address for Payments. 
 All payments due pursuant to the Loan Documents shall be payable at Lender’s Payment Address, or such other place and in such manner as may be designated from time to time by written notice to
Borrower by Lender. 
 (f)        Application of Payments.

 If at any time Lender receives, from Borrower or otherwise, any amount in respect of the Indebtedness
that is less than all amounts due and payable at such time, then Lender may apply such payment to amounts then due and payable in any manner and in any order determined by Lender or hold in suspense and not apply such amount at Lender’s
election. Neither Lender’s acceptance of an amount that is less than all amounts then due and payable, nor Lender’s application of, or suspension of the application of, such payment, shall constitute or be deemed to constitute either a
waiver of the unpaid amounts or an accord and satisfaction. Notwithstanding the application of any such amount to the Indebtedness, Borrower’s obligations under this Loan Agreement and the other Loan Documents shall remain unchanged.

 Section 2.03        Lockout/Prepayment. 

(a)        Prepayment; Prepayment Lockout; Prepayment Premium. 

(1)        Borrower shall not make a voluntary full or partial
prepayment on the Mortgage Loan during any Prepayment Lockout Period nor shall Borrower make a voluntary partial prepayment at any time. Except as expressly provided in this Loan Agreement (including as provided in the Prepayment Premium Schedule),
a Prepayment Premium calculated in accordance with the Prepayment Premium Schedule shall be payable in connection with any prepayment of the Mortgage Loan. 

  

					
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 (2)        If a
Prepayment Lockout Period applies to the Mortgage Loan, and during such Prepayment Lockout Period Lender accelerates the unpaid principal balance of the Mortgage Loan or otherwise applies collateral held by Lender to the repayment of any portion of
the unpaid principal balance of the Mortgage Loan, the Prepayment Premium shall be due and payable and equal to the amount obtained by multiplying the percentage indicated (if at all) in the Prepayment Premium Schedule by the amount of principal
being prepaid at the time of such acceleration or application. 

(b)        Voluntary Prepayment in Full. 

At any time after the expiration of any Prepayment Lockout Period, Borrower may voluntarily prepay the Mortgage Loan in
full on a Permitted Prepayment Date so long as: 

(1)        Borrower delivers to Lender a Prepayment Notice, which
Prepayment Notice may be revocable by Borrower upon written notice to Lender, specifying the Intended Prepayment Date not more than sixty (60) days, but not less than thirty (30) days (if given via U.S. Postal Service) or twenty (20)
days (if given via facsimile, e-mail or overnight courier) prior to such Intended Prepayment Date; and 
 (2)        Borrower pays to Lender an amount equal to the sum of: 

(A)        the entire unpaid principal balance of the Mortgage
Loan; plus 
 (B)        all Accrued Interest
(calculated through the last day of the month in which the prepayment occurs); plus 

(C)        the Prepayment Premium; plus 

(D)        all other Indebtedness. 

In connection with any such voluntary prepayment, Borrower acknowledges and agrees that interest shall always be calculated and paid
through the last day of the month in which the prepayment occurs (even if the Permitted Prepayment Date for such month is not the last day of such month, or if Lender approves prepayment on an Intended Prepayment Date that is not a Permitted
Prepayment Date). Borrower further acknowledges that Lender is not required to accept a voluntary prepayment of the Mortgage Loan on any day other than a Permitted Prepayment Date. However, if Lender does approve an Intended Prepayment Date that is
not a Permitted Prepayment Date and accepts a prepayment on such Intended Prepayment Date, such prepayment shall be deemed to be received on the immediately following Permitted Prepayment Date. If Borrower fails to prepay the Mortgage Loan on the
Intended Prepayment Date for any reason (including on any Intended Prepayment Date that is not a Permitted Prepayment Date but is approved by Lender) and such failure continues for five (5) Business Days or longer, or into the following month
(if sooner), Lender may recalculate the payoff amount. Borrower shall immediately pay to Lender any additional amounts required by any such recalculation. 

  

					
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 (c)        Acceleration of
Mortgage Loan. 
 Upon acceleration of the Mortgage Loan, Borrower shall pay to Lender: 

(1)        the entire unpaid principal balance of the Mortgage
Loan; 
 (2)        all Accrued Interest (calculated
through the last day of the month in which the acceleration occurs); 

(3)        the Prepayment Premium; and 

(4)        all other Indebtedness. 

(d)        Application of Collateral. 

Any application by Lender of any collateral or other security to the repayment of all or any portion of the unpaid
principal balance of the Mortgage Loan prior to the Maturity Date in accordance with the Loan Documents shall be deemed to be a prepayment by Borrower. Any such prepayment shall require the payment to Lender by Borrower of the Prepayment Premium
calculated on the amount being prepaid in accordance with this Loan Agreement. 

(e)        Casualty and Condemnation. 

Notwithstanding any provision of this Loan Agreement to the contrary, no Prepayment Premium shall be payable with respect
to any prepayment occurring as a result of the application of any insurance proceeds or condemnation award in accordance with this Loan Agreement. 
 (f)        No Effect on Payment Obligations. 
 Unless otherwise expressly provided in this Loan Agreement, any prepayment required by any Loan Document of less than the entire unpaid principal balance of the Mortgage Loan shall not extend or postpone
the due date of any subsequent Monthly Debt Service Payments, Monthly Replacement Reserve Deposit, or other payment, or change the amount of any such payments or deposits. 

(g)        Loss Resulting from Prepayment. 

Borrower acknowledges and agrees that if a Prepayment Premium is not otherwise due: 

(1)        any prepayment of the unpaid principal balance of the
Mortgage Loan, whether voluntary or involuntary, or following the occurrence of an Event of Default by Borrower, will result in Lender’s incurring loss, including reinvestment loss, additional risk, expense and frustration or impairment of
Lender’s ability to meet its commitments to third parties; 

  

					
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 (2)        it is
extremely difficult and impractical to ascertain the extent of such losses, risks and damages; 

(3)        the formula for calculating the Prepayment Premium
represents a reasonable estimate of the losses, risks and damages Lender will incur as a result of a prepayment; and 
 (4)        the provisions regarding the Prepayment Premium contained in this Loan Agreement are a material part of the consideration for the Mortgage Loan, and that
the terms of the Mortgage Loan are in other respects more favorable to Borrower as a result of Borrower’s voluntary agreement to such prepayment provisions. 
 ARTICLE 3 - PERSONAL LIABILITY 

Section 3.01        Non-Recourse Mortgage Loan; Exceptions. 

Except as otherwise provided in this Article 3 or in any other Loan Document and unless such Person is a Guarantor, none
of Borrower, or any director, officer, manager, member, partner, shareholder, trustee, trust beneficiary, or employee of Borrower, shall have personal liability under this Loan Agreement or any other Loan Document for the repayment of the
Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents, and Lender’s only recourse for the satisfaction of such Indebtedness and the performance of such obligations shall be Lender’s exercise of
its rights and remedies with respect to the Mortgaged Property and any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower’s liability shall not limit or impair Lender’s enforcement of its rights
against any Guarantor under any Loan Document. 
 Section 3.02        Personal Liability of
Borrower (Exceptions to Non-Recourse Provision). 

(a)        Personal Liability Based on Lender’s Loss. 

Borrower shall be personally liable to Lender for the repayment of the portion of the Indebtedness equal to any loss or
damage suffered by Lender as a result of, subject to any notice and cure period, if any: 

(1)        failure to pay as directed by Lender upon demand after
an Event of Default (to the extent actually received by Borrower): 

(A)        all Rents to which Lender is entitled under the Loan
Documents; and 
 (B)        the amount of all security
deposits then held or thereafter collected by Borrower from tenants and not properly applied pursuant to the applicable Leases; 

  

					
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 (2)        failure
to maintain all insurance policies required by the Loan Documents, except to the extent Lender has the obligation to pay the premiums pursuant to Section 12.03(c); 

(3)        failure to apply all insurance proceeds and any
condemnation award as required by the Loan Documents; 

(4)        failure to comply with any provision of this Loan
Agreement or any other Loan Document relating to the delivery of books and records, statements, schedules and reports; 
 (5)        except to the extent directed otherwise by Lender pursuant to Section 3.02(a)(1), failure to apply Rents to the ordinary and necessary expenses of
owning and operating the Mortgaged Property and Debt Service Amounts, as and when each is due and payable, except that Borrower will not be personally liable with respect to Rents that are distributed by Borrower in any calendar year if Borrower has
paid all ordinary and necessary expenses of owning and operating the Mortgaged Property and Debt Service Amounts for such calendar year; 
 (6)        waste or abandonment of the Mortgaged Property; 
 (7)        grossly negligent or reckless unintentional material misrepresentation or omission by Borrower, Guarantor, Key Principal, or any officer, director,
partner, manager, member, shareholder or trustee of Borrower, Guarantor, or Key Principal in connection with on-going financial or other reporting required by the Loan Documents, or any request for action or consent by Lender; 

(8)        failure to cause the renewal, continuation, extension
or maintenance of all Licenses required to legally operate the Mortgaged Property as a Seniors Housing Facility or, if any Licenses are transferred to a transferee approved by Lender, failure to cause such Licenses to be transferred or reissued
within the period of time required under applicable law and to provide to Lender written notice of such transfer including copies of the newly issued Licenses; or 

(9)        in the event Borrower or any Property Operator is a
Medicaid Participant with respect to the Mortgaged Property and has executed a depositary agreement required by Lender, revocation or termination of the standing instructions from Borrower or Property Operator to the depositary bank pursuant to such
depositary agreement without Lender’s consent; 
 Notwithstanding the foregoing, Borrower shall not have personal liability
under clauses (1), (3), or (5) above to the extent that Borrower lacks the legal right to direct the disbursement of the applicable funds due to an involuntary Bankruptcy Event that occurs without the consent, encouragement or active
participation of Guarantor, Key Principal or Borrower Affiliate. 

  

					
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 (b)        Full Personal
Liability for Mortgage Loan. 
 Borrower shall be personally liable to Lender for the repayment of all of
the Indebtedness, and the Mortgage Loan shall be fully recourse to Borrower, upon the occurrence of any of the following: 
 (1)        failure by Borrower to comply with the single-asset entity requirements of Section 4.02(d) of this Loan Agreement; 

(2)        a Transfer (other than a conveyance of the Mortgaged
Property at a Foreclosure Event pursuant to the Security Instrument and this Loan Agreement) that is not permitted under this Loan Agreement or any other Loan Document; 

(3)        the occurrence of any Bankruptcy Event (other than an
acknowledgement in writing as described in clause (b) of the definition of “Bankruptcy Event”); provided, however, in the event of an involuntary Bankruptcy Event, Borrower shall only be personally liable if such
involuntary Bankruptcy Event occurs with the consent, encouragement or active participation of Borrower, Guarantor, Key Principal or any Borrower Affiliate; 

(4)        fraud, written material misrepresentation or material
omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder or trustee of Borrower, Guarantor, or Key Principal in connection with any application for or creation of the Indebtedness; or

 (5)        fraud, written intentional material
misrepresentation or intentional material omission by Borrower, Guarantor, Key Principal, or any officer, director, partner, manager, member, shareholder or trustee of Borrower, Guarantor, or Key Principal in connection with on-going financial or
other reporting required by the Loan Documents, or any request for action or consent by Lender. 

Section 3.03        Personal Liability for Indemnity Obligations. 

Borrower shall be personally and fully liable to Lender for Borrower’s indemnity obligations under
Section 13.01(e) of this Loan Agreement, the Environmental Indemnity Agreement and any other express indemnity obligations provided by Borrower under any Loan Document. Borrower’s liability for such indemnity obligations shall not
be limited by the amount of the Indebtedness, the repayment of the Indebtedness, or otherwise, provided that Borrower’s liability for such indemnities shall not include any loss caused by the gross negligence or willful misconduct of Lender as
determined by a court of competent jurisdiction pursuant to a final non-appealable court order. 

Section 3.04        Lender’s Right to Forego Rights Against Mortgaged Property. 

To the extent that Borrower has personal liability under this Loan Agreement or any other Loan Document, Lender may
exercise its rights against Borrower personally to the fullest extent 

  

					
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permitted by applicable law without regard to whether Lender has exercised any rights against the Mortgaged Property, the UCC Collateral or any other security, or pursued any rights against any
Guarantor, or pursued any other rights available to Lender under this Loan Agreement, any other Loan Document or applicable law. For purposes of this Section 3.04 only, the term “Mortgaged Property” shall not include any funds that
have been applied by Borrower as required or permitted by this Loan Agreement prior to the occurrence of an Event of Default, or that Borrower was unable to apply as required or permitted by this Loan Agreement because of a Bankruptcy Event. To the
fullest extent permitted by applicable law, in any action to enforce Borrower’s personal liability under this Article 3, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability. 

ARTICLE 4 - BORROWER STATUS 
 Section 4.01        Representations and Warranties. 
 The representations and warranties made by Borrower to Lender in this Section 4.01 are made as of the Effective Date, and are true and correct except as disclosed on the Exceptions to Representations
and Warranties Schedule. 
 (a)        Due Organization and
Qualification. 
 Borrower is validly existing and qualified to transact business and is in good standing in
the state in which it is formed or organized, the Property Jurisdiction and in each other jurisdiction that qualification or good standing is required according to applicable law to conduct its business with respect to the Mortgaged Property and
where the failure to be so qualified or in good standing would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform its obligations under this Loan Agreement or
any other Loan Document. 
 (b)        Location. 

Borrower’s General Business Address is Borrower’s principal place of business and principal office. 

(c)        Power and Authority. 

Borrower has the requisite power and authority: 

(1)        to own the Mortgaged Property and to carry on its
business as now conducted and as contemplated to be conducted in connection with the performance of its obligations under this Loan Agreement and under the other Loan Documents to which it is a party; and 

(2)        to execute and deliver this Loan Agreement and the
other Loan Documents to which it is a party, and to carry out the transactions contemplated by this Loan Agreement and the other Loan Documents to which it is a party. 

  

					
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 (d)        Due Authorization.

 The execution, delivery and performance of this Loan Agreement and the other Loan Documents to which it
is a party have been duly authorized by all necessary action and proceedings by or on behalf of Borrower, and no further approvals or filings of any kind, including any approval of or filing with any Governmental Authority, are required by or on
behalf of Borrower as a condition to the valid execution, delivery and performance by Borrower of this Loan Agreement or any of the other Loan Documents to which it is a party, except filings required to perfect and maintain the liens to be granted
under the Loan Documents and routine filings to maintain good standing and its existence. 

(e)        Valid and Binding Obligations. 

This Loan Agreement and the other Loan Documents to which it is a party have been duly executed and delivered by Borrower
and constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforceability may be limited by applicable Insolvency Laws or by the exercise of discretion
by any court. 
 (f)        Effect of Mortgage Loan on
Borrower’s Financial Condition. 
 Borrower is not presently Insolvent and the Mortgage Loan will not
render Borrower Insolvent. Borrower has sufficient working capital, including proceeds from the Mortgage Loan, cash flow from the Mortgaged Property, or other sources, not only to adequately maintain the Mortgaged Property, but also to pay all of
Borrower’s outstanding debts as they come due, including all Debt Service Amounts. 

(g)        Economic Sanctions, Anti-Money Laundering and Anti-Corruption.

 (1)        None of Borrower, any Affiliated
Property Operator, any Guarantor, or any Key Principal, nor to Borrower’s knowledge, any Person having a Controlling Interest in any of them is in violation of: 

(A)        any applicable anti-money laundering laws, including
those contained in the Bank Secrecy Act; and 

(B)        any applicable anti-drug trafficking, anti-terrorism,
or anti-corruption laws, civil or criminal. 

(2)        None of Borrower, any Affiliated Property Operator,
any Guarantor, or any Key Principal, nor to Borrower’s knowledge, any Person having a Controlling Interest in any of them is a Person: 
 (A)        that is charged with, or has received actual notice that he, she or it is under investigation for, any violation of any such laws; 

  

					
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 (B)        that has
been convicted of any violation of, has been subject to civil penalties pursuant to, or had any of its property seized or forfeited under, any such laws; or 

(C)        with whom any United States Person, any entity
organized under the laws of the United States or its constituent states or territories, or any entity, regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from
transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any other applicable law. 
 (3)        None of Borrower, Affiliated Property Operator, any Guarantor, or any Key Principal, nor to Borrower’s knowledge, any Person having a Controlling
Interest in any of them is in violation of any obligation to maintain appropriate internal controls as required by the governing laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic sanctions, anti-money
laundering, and anti-corruption laws of the United States and the jurisdiction where the Person resides, is domiciled or has its principal place of business. 

(4)        Borrower, any Affiliated Property Operator, Guarantor
and Key Principal are in compliance with all applicable economic sanctions laws administered by OFAC, the United States Department of State, or the United States Department of Commerce. 

(h)        Borrower Single Asset Status. 

Borrower: 
 (1)        does not own any real property, personal property or assets other than the Mortgaged Property; 

(2)        does not own, operate or participate in any business
other than the management and operation of the Mortgaged Property; 

(3)        has no material financial obligation under or secured
by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Mortgaged Property is otherwise bound, other than: 

(A)        unsecured obligations incurred in the ordinary course
of the operation of the Mortgaged Property; 

(B)        if the Security Instrument grants a lien on a
leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; and 

  

					
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(C)        obligations under the Loan Documents and obligations
secured by the Mortgaged Property to the extent permitted by the Loan Documents; 

(4)        has accurately maintained its financial statements,
accounting records and other partnership, real estate investment trust, limited liability company or corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets have been included in a consolidated
financial statement of a Borrower Affiliate in accordance with generally accepted accounting principles); 
 (5)        has not commingled its assets or funds with those of any other Person unless such assets or funds can be segregated and identified in the ordinary course
of business; 
 (6)        has been adequately
capitalized in light of its contemplated business operations; 

(7)        has not assumed, guaranteed or become obligated for
the liabilities of any other Person (except in connection with the Mortgage Loan or other mortgage loans that have been paid in full or collaterally assigned to Lender, including in connection with any Consolidation, Extension and Modification
Agreement or similar instrument) or held out its credit as being available to satisfy the obligations of any other Person; and 
 (8)        has not entered into, and is not a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which
are no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s length transaction with an unrelated third party. 
 (i)        No Bankruptcies or Judgments. 
 None of Borrower, any Guarantor, or any Key Principal, nor to Borrower’s knowledge, any Person having a Controlling Interest in any of them is currently: 

(1)        the subject of or a party to any completed or pending
bankruptcy, reorganization, including any receivership or other insolvency proceeding; 

(2)        preparing or intending to be the subject of a
Bankruptcy Event; or 
 (3)        the subject of any
judgment unsatisfied of record or docketed in any court; or 

(4)        Insolvent. 

(j)        No Litigation. 

(1)        There are no claims, actions, suits or proceedings at
law or in equity (including any insolvency, bankruptcy or receivership proceedings) by or before any Governmental Authority now pending or, to Borrower’s knowledge, threatened against or 


  

					
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affecting Borrower or the Mortgaged Property not otherwise covered by insurance (except for claims, actions, suits or proceedings regarding fair housing, anti-discrimination, or equal
opportunity, which shall always be disclosed); and 

(2)        there are no claims, actions, suits or proceedings at
law or in equity by or before any Governmental Authority now pending or, to Borrower’s knowledge, threatened against or affecting any Affiliated Property Operator, any Guarantor or any Key Principal, which claims, actions, suits or proceedings,
if adversely determined (individually or in the aggregate) would reasonably be expected to: (A) materially adversely affect the financial condition or business of Borrower, any Affiliated Property Operator, any Guarantor, or any Key Principal
or the condition, operation or ownership of the Mortgaged Property (except for claims, actions, suits or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed material), (B) result in the
imposition of a fine or an alternative, interim or final sanction, (C) have a material adverse effect on Borrower or the operation of the Mortgaged Property, (D) result in the appointment of a receiver or manager or (E) result in the
revocation, transfer, surrender, suspension or other impairment of the Licenses for the Mortgaged Property to operate as a Seniors Housing Facility. 
 (k)        Payment of Taxes, Assessments and Other Charges. 
 Borrower confirms that: 

(1)        it has filed all federal, state, county and municipal
tax returns and reports required to have been filed by Borrower; 

(2)        it has paid, before any fine, penalty, interest, lien,
or costs may be added thereto, all taxes, governmental charges and assessments due and payable with respect to such returns and reports; 
 (3)        there is no controversy or objection pending, or to the knowledge of Borrower, threatened in respect of any tax returns of Borrower; and 

(4)        it has made adequate reserves on its books and records
for all taxes that have accrued but which are not yet due and payable. 

(l)        Not a Foreign Person. 

Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code.

 (m)        ERISA. 

Borrower represents and warrants that: 

(1)        Borrower is not an Employee Benefit Plan; 

  

					
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 (2)        none of
the assets of Borrower constitute “plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan; 

(3)        none of the assets of Borrower are subject to any
state or local law governing the assets of an Employee Benefit Plan; and 

(4)        there are no ERISA Plans. 

(n)        Default Under Other Obligations. 

(1)        The execution, delivery and performance of the
obligations imposed on Borrower under this Loan Agreement and the Loan Documents to which it is a party will not cause Borrower to be in default under the provisions of any agreement, judgment or order to which Borrower is a party or by which such
Borrower is bound. 
 (2)        None of Borrower, any
Affiliated Property Operator, any Guarantor, or any Key Principal is in default under any obligation to Lender. 

(o)        Prohibited Person. 

None of Borrower, any Guarantor, or any Key Principal, or any Affiliated Property Operator, nor to Borrower’s
knowledge, any Person having a Controlling Interest in any of them is a Prohibited Person. 

(p)        Licensing; Compliance with Law. 

(1)        Borrower (or the applicable Property Operator) is in
all respects legally authorized to operate the Mortgaged Property as a Seniors Housing Facility, under the applicable laws of the Property Jurisdiction. If required by applicable law, Borrower has, or the applicable Property Operator has, a current
provider agreement under any and all applicable federal, state and local laws for reimbursement: (A) to a Seniors Housing Facility on the Mortgaged Property; or (B) for other type of care provided at the Mortgaged Property. There is no
decision not to renew any provider agreement related to the Mortgaged Property, nor is there any action pending or threatened to impose alternative, interim or final sanctions with respect to the Mortgaged Property. 

(2)        Borrower is not, nor is any Property Operator, a
participant in any federal program whereby any Governmental Authority may have the right to recover funds by reason of the advance of federal funds. Borrower has not received notice, and is not aware of any violation of applicable antitrust laws of
any Governmental Authority. 
 (3)        Neither the
execution and delivery of this Loan Agreement, the Note, the Security Instrument, the SASA or the Loan Documents, Borrower’s performance thereunder, nor the recordation of the Security Instrument or any other Loan Document will adversely affect
the Licenses necessary for the operation of the Mortgaged Property as a Seniors Housing Facility in the Property Jurisdiction. 

  

					
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 (4)        Except as
otherwise previously specifically disclosed to Lender in writing, in the event any existing Facility Operating Agreement is terminated or Lender acquires the Mortgaged Property through a Foreclosure Event or otherwise, none of Borrower, Lender, any
Property Operator, any subsequent Property Operator or any subsequent purchaser (through a Foreclosure Event or otherwise) must obtain a certificate of need from any applicable state health care regulatory authority or agency (other than giving such
notice required under the applicable state law or regulation) prior to applying for any applicable License necessary for the operation of the Mortgaged Property as a Seniors Housing Facility, provided that no service or unit complement is changed.

 (5)        If Borrower or any Property Operator is a
HIPAA Covered Entity, Borrower hereby confirms that such entity has developed and implemented a HIPAA compliance plan (including providing a Notice of Privacy Practices as required under HIPAA), designated a privacy officer and otherwise achieved
substantial compliance with HIPAA requirements, including those concerning privacy, breach notification, security and billing standards. 

Section 4.02        Covenants. 

(a)        Maintenance of Existence; Organizational Documents. 

Borrower shall maintain its existence, its entity status, franchises, rights and privileges under the laws of the state
of its formation or organization (as applicable). Borrower shall continue to be duly qualified and in good standing to transact business in each jurisdiction that qualification or standing is required according to applicable law to conduct its
business with respect to the Mortgaged Property and where the failure to do so would adversely affect Borrower’s operation of the Mortgaged Property or the validity, enforceability or the ability of Borrower to perform its obligations under
this Loan Agreement or any other Loan Document. None of Borrower nor any partner, member, manager, officer or director of any Borrower shall make or allow any material change to the organizational documents or organizational structure of such
Borrower, including changes relating to control of, or the ability to oversee management and day-to-day operations of, such Borrower, or file any action, complaint, petition, or other claim (1) to divide, partition or otherwise compel the
sale of the Mortgaged Property, or (2) which would affect the control of, or the ability to oversee management and day-to-day operations of, such Borrower, without Lender’s prior written consent. Borrower shall promptly inform Lender in
writing if Borrower has actual knowledge of, and shall deliver to Lender copies of, any related written communications, complaints, orders, judgments and other documents relating to the occurrence of any material act, omission, change or event,
including any governmental approval, the result of which is to change or alter in any way the legal or regulatory status of Borrower or any Property Operator. 

  

					
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 (b)        Anti-Money Laundering,
Anti-Corruption and Economic Sanctions. 

(1)        Borrower shall at all times remain, and shall cause
any Affiliated Property Operator, any Guarantor, Key Principal, and any Person having a Controlling Interest in any of them to remain, in compliance with: 

(A)        any applicable anti-money laundering laws, including
those contained in the Bank Secrecy Act; and 

(B)        any applicable anti-drug trafficking, anti-terrorism,
or anti-corruption laws, civil or criminal. 

(2)        At no time shall Borrower, any Affiliated Property
Operator, any Guarantor, Key Principal, or any Person having a Controlling Interest in any of them, be a Person: 
 (A)        that is charged with, or has received actual notice that he, she or it is under investigation for, any violation of any such laws; 

(B)        that has been convicted of any violation of, has been
subject to civil penalties pursuant to, or had any of its property seized or forfeited under, any such laws; or 
 (C)        with whom any United States Person, any entity organized under the laws of the United States or its constituent states or territories, or any entity,
regardless of where organized, having its principal place of business within the United States or any of its territories, is prohibited from transacting business of the type contemplated by this Loan Agreement and the other Loan Documents under any
other applicable law. 
 (3)        At no time shall
Borrower, any Affiliated Property Operator, any Guarantor, Key Principal, or any Person having a Controlling Interest in any of them, be a Person in violation of any obligation to maintain appropriate internal controls as required by the governing
laws of the jurisdiction of such Person as are necessary to ensure compliance with the economic sanctions, anti-money laundering, and anti-corruption laws of the United States and the jurisdiction where the Person resides, is domiciled or has its
principal place of business. 
 (4)        Borrower
shall at all times remain, and shall cause any Affiliated Property Operator, Guarantor and Key Principal to remain, in compliance with any applicable economic sanctions laws administered by OFAC, the United States Department of State, or the United
States Department of Commerce. 

  

					
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 (c)        Payment of Taxes,
Assessments and Other Charges. 
 Borrower shall file all federal, state, county and municipal tax returns
and reports required to be filed by Borrower and shall pay, before any fine, penalty, interest or cost may be added thereto, all taxes payable with respect to such returns and reports. 

(d)        Borrower Single Asset Status. 

Until the Indebtedness is fully paid, Borrower: 

(1)        shall not acquire any real property, personal property
or assets other than the Mortgaged Property; 

(2)        shall not own, operate or participate in any business
other than the management and operation of the Mortgaged Property; 

(3)        shall not commingle its assets or funds with those of
any other Person unless such assets or funds can be segregated and identified in the ordinary course of business; 
 (4)        shall accurately maintain its financial statements, accounting records and other partnership, real estate investment trust, limited liability company or
corporate documents, as the case may be, separate from those of any other Person (unless Borrower’s assets are included in a consolidated financial statement of a Borrower Affiliate in accordance with generally accepted accounting principles);

 (5)        shall not assume, guaranty or become
obligated for, the liabilities of any other Person nor hold out its credit as being available to satisfy the obligations of any other Person; 
 (6)        shall not enter into, or become a party to, any transaction with any Borrower Affiliate, except in the ordinary course of business and on terms which are
no more favorable to any such Borrower Affiliate than would be obtained in a comparable arm’s length transaction with an unrelated third party; or 

(7)        shall not become a party to or incur material
financial obligations under or secured by any indenture, mortgage, deed of trust, deed to secure debt, loan agreement or other agreement or instrument, other than: 

(A)        unsecured obligations incurred in the ordinary course
of the operation of the Mortgaged Property; 

(B)        if the Security Instrument grants a lien on a
leasehold estate, Borrower’s obligations as lessee under the ground lease creating such leasehold estate; 

  

					
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(C)        obligations under the Loan Documents and obligations
secured by the Mortgaged Property to the extent permitted by the Loan Documents; and 

(D)        Permitted Equipment Financing. 

(e)        ERISA. 

Borrower covenants that: 

(1)        none of the assets of Borrower shall constitute
“plan assets” (within the meaning of Section 3(42) of ERISA and Department of Labor Regulation Section 2510.3-101) of an Employee Benefit Plan; 

(2)        none of the assets of Borrower shall be subject to any
state or local law governing the assets of an Employee Benefit Plan; and 

(3)        there shall not be any ERISA Plans. 

(f)        Notice of Litigation or Insolvency. 

Borrower shall give immediate written notice to Lender of any claims, actions, suits or proceedings at law or in equity
(including any insolvency, bankruptcy or receivership proceeding) by or before any Governmental Authority pending or, to Borrower’s knowledge, threatened against or affecting Borrower, any Guarantor, any Key Principal, any Affiliated Property
Operator or the Mortgaged Property, which claims, actions, suits or proceedings, if adversely determined would reasonably be expected to materially adversely affect the financial condition or business of Borrower, any Guarantor, any Key Principal or
any Affiliated Property Operator or the condition, operation, or ownership of the Mortgaged Property (including any claims, actions, suits or proceedings regarding fair housing, anti-discrimination, or equal opportunity, which shall always be deemed
material). 
 (g)        Payment of Costs, Fees, and Expenses.

 In addition to the payments specified in this Loan Agreement, Borrower shall pay, on demand, all of
Lender’s out-of-pocket fees, costs, charges or expenses (including the reasonable fees and expenses of attorneys, accountants, and other experts) incurred by Lender in connection with: 

(1)        any amendment to, or consent, or waiver required under
this Loan Agreement or any of the Loan Documents (whether or not any such amendments, consents, or waivers are entered into); 
 (2)        defending or participating in any litigation arising from actions by third parties and brought against or involving Lender with respect to: 

(A)        the Mortgaged Property; 

  

					
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 (B)        any
event, act, condition, or circumstance in connection with the Mortgaged Property; or 

(C)        the relationship between Lender, Borrower, Key
Principal and Guarantor in connection with this Loan Agreement or any of the transactions contemplated by this Loan Agreement; 
 (3)        the administration or enforcement of, or preservation of rights or remedies under, this Loan Agreement or any other Loan Documents including or in
connection with any litigation or appeals, any Foreclosure Event or other disposition of any collateral granted pursuant to the Loan Documents; 
 (4)        any Bankruptcy Event or Guarantor Bankruptcy Event. 
 (h)        Compliance with Laws Applicable to Seniors Housing Facility. 

(1)        If required by applicable law, Borrower shall at all
times maintain a current provider agreement under any and all applicable federal, state and local laws for reimbursement: (A) to a Seniors Housing Facility on the Mortgaged Property; or (B) for other type of care provided at the Mortgaged
Property. 
 (2)        If Borrower is a HIPAA Covered
Entity, Borrower shall at all times remain in substantial compliance with HIPAA requirements, including those concerning privacy, breach notification, security and billing standards. 

ARTICLE 5 - THE MORTGAGE LOAN 
 Section 5.01        Representations and Warranties. 
 The representations and warranties made by Borrower to Lender in this Section 5.01 are made as of the Effective Date, and are true and correct except as disclosed on the Exceptions to Representations
and Warranties Schedule. 
 (a)        Receipt and Review of Loan
Documents. 
 Borrower has received and reviewed this Loan Agreement and all of the other Loan Documents.

 (b)        No Default. 

No Event of Default exists under any of the Loan Documents and the execution, delivery and performance of the obligations
imposed on Borrower under the Loan Documents will not cause Borrower to be in default under the provisions of any agreement, judgment or order to which Borrower is a party or by which Borrower is bound. 

  

					
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 Section 5.02        Covenants. 

(a)        Ratification of Covenants; Estoppels; Certifications.

 Borrower shall: 

(1)        promptly notify Lender in writing upon any violation
of any covenant set forth in any Loan Document of which Borrower has notice or becomes aware; provided, however, any such written notice by Borrower shall not relieve Borrower of, or result in a waiver of, any obligation under this
Loan Agreement or any other Loan Document; and 

(2)        within ten (10) days after a request from Lender,
provide a written statement, signed and acknowledged by Borrower, certifying to Lender or any person designated by Lender, as of the date of such statement: 

(A)        that the Loan Documents are unmodified and in full
force and effect (or, if there have been modifications, that the Loan Documents are in full force and effect as modified and setting forth such modifications); 

(B)        the unpaid principal balance of the Mortgage Loan;

 (C)        the date to which interest on the
Mortgage Loan has been paid; 
 (D)        that
Borrower is not in default in paying the Indebtedness or in performing or observing any of the covenants or agreements contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in
reasonable detail); 
 (E)        whether or not there
are then existing any setoffs or defenses known to Borrower against the enforcement of any right or remedy of Lender under the Loan Documents; and 

(F)        any additional facts requested by Lender. 

(b)        Further Assurances. 

(1)        Other Documents As Lender May Require.

 Within ten (10) days after request by Lender, Borrower shall, subject to
Section 5.02(d) below, execute, acknowledge and deliver, at its cost and expense, all further acts, deeds, conveyances, assignments, financing statements, transfers and assurances as Lender may reasonably require from time to time in order to
better assure, grant and convey to Lender the rights intended to be granted, now or in the future, to Lender under this Loan Agreement and the other Loan Documents. 

  

					
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(2)        Corrective Actions. 

Within ten (10) days after request by Lender, Borrower shall provide, or cause to be provided, to
Lender, at Borrower’s cost and expense, such further documentation or information reasonably deemed necessary or appropriate by Lender in the exercise of its rights under the related commitment letter between Borrower and Lender or to correct
patent mistakes in the Loan Documents, the Title Policy or the funding of the Mortgage Loan. 

(c)        Sale of Mortgage Loan. 

Borrower shall, subject to Section 5.02(d) below: 

(1)        do anything necessary to comply with the reasonable
requirements of Lender or any Investor of the Mortgage Loan or provide, or cause to be provided, to Lender or any Investor of the Mortgage Loan within ten (10) days of the request, at Borrower’s cost and expense, such further documentation
or information as Lender or Investor may reasonably require, in order to enable: 

(A)        Lender to sell the Mortgage Loan to such Investor;

 (B)        Lender to obtain a refund of any
commitment fee from any such Investor; or 

(C)        any such Investor to further sell or securitize the
Mortgage Loan; 
 (2)        ratify and affirm in
writing the representations and warranties set forth in any Loan Document as of such date specified by Lender modified as necessary to reflect changes that have occurred subsequent to the Effective Date; 

(3)        confirm that Borrower is not in default in paying the
Indebtedness or in performing or observing any of the covenants or agreements contained in this Loan Agreement or any of the other Loan Documents (or, if Borrower is in default, describing such default in reasonable detail); and 

(4)        execute and deliver to Lender and/or any Investor such
other documentation, including any amendments, corrections, deletions or additions to this Loan Agreement or other Loan Document(s) as is reasonably required by Lender or such Investor. 

(d)        Limitations on Further Acts of Borrower. 

Nothing in Section 5.02(b) and Section 5.02(c) shall require Borrower to do any further act that has the effect
of: 
 (1)        changing the economic terms of the
Mortgage Loan set forth in the related commitment letter between Borrower and Lender; 

  

					
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 (2)        imposing
on Borrower or Guarantor greater personal liability under the Loan Documents than that set forth in the related commitment letter between Borrower and Lender; or 

(3)        materially changing the rights and obligations of
Borrower or Guarantor under the commitment letter. 

(e)        Financing Statements; Record Searches. 

(1)        Borrower shall pay all filing costs and all costs and
expenses associated with any filing or recording of: 

(A)        any financing statements, including all continuation
statements, termination statements and amendments or any other filings related to security interests in or liens on collateral; and 
 (B)        any record searches for financing statements that Lender may require. 

(2)        Borrower hereby authorizes Lender to file any
financing statements, continuation statements, termination statements and amendments as Lender may require in order to protect and preserve Lender’s lien priority and security interest in the Mortgaged Property (and to the extent Lender has
filed any such financing statements, continuation statements or amendments prior to the Effective Date, such filings by Lender are hereby authorized and ratified by Borrower). 
 ARTICLE 6 - PROPERTY USE, PRESERVATION AND MAINTENANCE 

Section 6.01        Representations and Warranties. 

The representations and warranties made by Borrower to Lender in this Section 6.01 are made as of the Effective
Date, and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule. 
 (a)        Compliance with Law; Permits and Licenses. 

(1)        To Borrower’s knowledge, all improvements to the
Land and the use of the Mortgaged Property comply with: 

(A)        all applicable laws, ordinances, statutes, rules and
regulations, including all applicable statutes, rules and regulations pertaining to requirements for equal opportunity, anti-discrimination, fair housing and environmental protection; 

(B)        laws regulating the handling and disposal of medical
or biological waste; 

  

					
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 (C)        the
applicable provisions of Seniors Housing Facility laws, rules, regulations and published interpretations thereof including all criteria established to classify the Mortgaged Property as housing for older persons under the Fair Housing Amendments Act
of 1988 and the Housing for Older Persons Act of 1995 to which Borrower or the Mortgaged Property is subject; and 
 (D)        privacy, breach notification, security and billing standards including those set forth in HIPAA. 

(2)        To Borrower’s knowledge, there is no evidence of
any illegal activities on the Mortgaged Property. 

(3)        To Borrower’s knowledge, no permits or approvals
from any Governmental Authority, other than those previously obtained and furnished to Lender, are necessary for the commencement and completion of the Repairs or Replacements, as applicable, other than those permits or approvals which will be
timely obtained in the course of business. 

(4)        All required permits, licenses and certificates to
comply with all zoning and land use statutes, laws, ordinances, rules and regulations, and all applicable health, fire, safety and building codes, and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy,
apartment licenses or the equivalent, have been obtained and are in full force and effect. 

(5)        No portion of the Mortgaged Property has been
purchased with the proceeds of any illegal activity. 

(6)        To the extent any License is required under applicable
law, the Mortgaged Property is duly licensed under the Seniors Housing Facility Licensing Designation under the applicable laws of the Property Jurisdiction. If required under the applicable laws of the Property Jurisdiction, the Licenses or other
operating certificates are in good standing and are in full force and effect. 

(7)        If neither Borrower nor any Property Operator is a
Medicaid Participant as of the Effective Date, Borrower hereby confirms that neither Borrower nor Property Operator has entered into a contract to be a participating provider in the Medicaid Program with respect to the Mortgaged Property. If
Borrower or any Property Operator is a Medicaid Participant as of the Effective Date with respect to the Mortgaged Property, Borrower hereby confirms that no more than twenty percent (20%) of the Mortgaged Property’s effective gross income
is derived from units relying on Medicaid payments. 

(b)        Operating Documents; Contracts; Resident Records. 

(1)        Each Facility Operating Agreement or other Contract is
a valid and binding agreement enforceable against the parties in accordance with its terms and is in full force and effect. 

  

					
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 (2)        No party
is in default in performing any of its obligations under any Facility Operating Agreement or other Contract. 
 (3)        Each Facility Operating Agreement and other Contracts are assignable and no previous assignment of Borrower’s interest in the Facility Operating
Agreement or Contracts has been made. Borrower has entered into the Contracts previously identified to Lender for the provision of goods or services, at or otherwise in connection with the operation, use or management of the Mortgaged Property.

 (4)        All resident records at the Mortgaged
Property are true and correct in all material respects. 

(c)        Property Characteristics. 

(1)        The Mortgaged Property contains not less than:

 (A)        the Property Square Footage; 

(B)        the Total Parking Spaces; and 

(C)        the Total Residential Units. 

(2)        No part of the Land is included or assessed under or
as part of another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lot or parcels for the Land. 
 (d)        Property Ownership. 
 Borrower is sole owner of the Mortgaged Property. 

Section 6.02        Covenants 

(a)        Use of Property. 

From and after the Effective Date, Borrower shall not, unless required by applicable law or Governmental Authority:

 (1)        allow changes in the use of all or any
part of the Mortgaged Property, including any change in the unit or bed composition; 

(2)        convert any individual dwelling units or common areas
to commercial use; 
 (3)        initiate or acquiesce
in a change in the zoning classification of the Land; 

(4)        establish any condominium or cooperative regime with
respect to the Mortgaged Property; 

  

					
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 (5)        subdivide
the Land; or 
 (6)        suffer, permit or initiate
the joint assessment of any Mortgaged Property with any other real property constituting a tax lot separate from such Mortgaged Property which could cause the part of the Land to be included or assessed under or as part of another tax lot or parcel,
or any part of any other property to be included or assessed under or as part of the tax lot or parcels for the Land. 
 (b)        Property Maintenance. 
 Borrower shall: 

(1)        pay the expenses of operating, managing, maintaining
and repairing the Mortgaged Property (including insurance premiums, utilities, Repairs and Replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added; 

(2)        keep the Mortgaged Property in good repair and
marketable condition (ordinary wear and tear excepted) (including the replacement of Personalty and Fixtures with items of equal or better function and quality) and subject to Section 9.03(b) restore or repair promptly, in a good and
workmanlike manner, any damaged part of the Mortgaged Property to the equivalent of its original condition or condition immediately prior to the damage (if improved after the Effective Date), whether or not insurance proceeds are or any condemnation
award is available to cover any costs of such restoration or repair; 

(3)        commence all Required Repairs, Additional Lender
Repairs and Additional Lender Replacements as follows: 

(A)        with respect to any Required Repairs, promptly
following the Effective Date (subject to Force Majeure, if applicable), in accordance with the timelines set forth on the Required Repair Schedule, or if no timelines are provided, as soon as practical following the Effective Date; 

(B)        with respect to Additional Lender Repairs, in the
event that Lender determines that Additional Lender Repairs are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Repairs (subject to Force Majeure, if
applicable), commence any such Additional Lender Repairs in accordance with Lender’s timelines, or if no timelines are provided, as soon as practical; 

(C)        with respect to Additional Lender Replacements, in
the event that Lender determines that Additional Lender Replacements are necessary from time to time or pursuant to Section 6.03(c), promptly following Lender’s written notice of such Additional Lender Replacements (subject to Force
Majeure, if applicable), commence any such Additional Lender Replacements in accordance with Lender’s timelines, or if no timelines are provided, as soon as practical; 

  

					
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 (4)        make,
construct, install, diligently perform and complete all Replacements and Repairs: 

(A)        in a good and workmanlike manner as soon as
practicable following the commencement thereof, free and clear of any Liens, including mechanics’ or materialmen’s liens and encumbrances (except for Permitted Encumbrances); 

(B)        in accordance with all applicable laws, ordinances,
rules and regulations of any Governmental Authority including applicable building codes, special use permits and environmental regulations; 
 (C)        in accordance with all applicable insurance requirements; and 

(D)        within all timeframes required by Lender, and
Borrower acknowledges that it shall be an Event of Default if Borrower abandons or ceases work on any Repair at any time prior to the completion of the Repairs for a period of longer than twenty (20) days (except when Force Majeure exists and
Borrower is diligently pursuing the reinstitution of such work, provided however any such abandonment or cessation shall not in any event allow the Repair to be completed after the Completion Period, subject to Force Majeure); and 

(5)        subject to the terms of Section 6.03(a), provide
for professional operation and management of the Mortgaged Property as a Seniors Housing Facility either by Borrower or any Property Operator, as approved by Lender in writing; 

(6)        give written notice to Lender of, and, unless
otherwise directed in writing by Lender, appear in and defend any action or proceeding purporting to affect the Mortgaged Property, Lender’s security for the Mortgage Loan or Lender’s rights under this Loan Agreement; and 

(7)        upon Lender’s request, submit to Lender any
contracts or work orders described in Section 13.02(b). 

(c)        Property Preservation. 

Borrower shall: 
 (1)        not commit waste or abandon or (ordinary wear and tear excepted) permit impairment or deterioration of the Mortgaged Property; 

  

					
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 (2)        except as
otherwise permitted herein in connection with Repairs and Replacements, not remove, demolish or alter the Mortgaged Property or any part of the Mortgaged Property (or permit any tenant or any other person to do the same) except in connection with
the replacement of tangible Personalty or Fixtures (provided such Personalty and Fixtures are replaced with items of equal or better function and quality); 

(3)        not engage in or knowingly permit, and shall take
appropriate measures to prevent and abate or cease and desist, any illegal activities at the Mortgaged Property that could endanger tenants or visitors, result in damage to the Mortgaged Property, result in forfeiture of the Land or otherwise
materially impair the lien created by the Security Instrument or Lender’s interest in the Mortgaged Property; 
 (4)        not permit any condition to exist on the Mortgaged Property that would invalidate any part of any insurance coverage required by this Loan Agreement; or

 (5)        not subject the Mortgaged Property to any
voluntary, elective or non-compulsory tax lien or assessment (or opt in to any voluntary, elective or non-compulsory special tax district or similar regime). 
 (d)        Property Inspections. 
 Borrower shall: 

(1)        permit Lender, its agents, representatives and
designees to enter upon and inspect the Mortgaged Property (including in connection with any Replacement or Repair, or to conduct any Environmental Inspection pursuant to the Environmental Indemnity Agreement), and shall cooperate and provide access
to all areas of the Mortgaged Property (subject to the rights of tenants under the Leases, and in a manner that will not unreasonably interfere with the operation of the Mortgaged Property or any tenant thereof): 

(A)        during normal business hours; 

(B)        at such other reasonable time upon reasonable notice
of not less than one (1) Business Day; 

(C)        at any time when exigent circumstances exist; or

 (D)        at any time after an Event of Default has
occurred and is continuing; and 
 (2)        pay for
reasonable costs or expenses incurred by Lender or its agents in connection with any such inspections. 

  

					
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 (e)        Compliance with Laws.

 Borrower shall: 

(1)        comply with all laws, ordinances, statutes, rules and
regulations of any Governmental Authority and all recorded lawful covenants and agreements relating to or affecting the Mortgaged Property, including all laws, ordinances, statutes, rules and regulations and covenants pertaining to construction of
improvements on the Land, fair housing and requirements for equal opportunity, anti-discrimination, environmental protection and Leases; 
 (2)        maintain all required permits, licenses and certificates necessary to comply with all zoning and land use statutes, laws, ordinances, rules and
regulations, and all applicable health, fire, safety and building codes and for the lawful use and operation of the Mortgaged Property, including certificates of occupancy, apartment licenses or the equivalent; 

(3)        comply with all applicable laws that pertain to the
maintenance and disposition of tenant security deposits; 

(4)        at all times maintain records sufficient to
demonstrate compliance with the provisions of this Section 6.02(e); and 

(5)        promptly after receipt or notification thereof,
provide Lender copies of any building code or zoning violation from any Governmental Authority with respect to the Mortgaged Property. 
 (f)        Licensing. 
 (1)        Borrower (A) shall maintain and operate or shall cause any applicable Property Operator to maintain and operate the Mortgaged Property as a Seniors
Housing Facility at all times in accordance with the standards required by any applicable Licenses and as required by any regulatory authority, (B) shall maintain or shall cause any applicable Property Operator to maintain in good standing all
Licenses, (C) shall renew or extend or shall cause any applicable Property Operator to renew and extend all such required Licenses, and (D) shall not fail nor allow the failure by any applicable Property Operator to take any action
necessary to keep all such Licenses in good standing and full force and effect. Borrower will or will cause any applicable Property Operator to provide Lender written notice, within five (5) days of Borrower’s or Property Operator’s
receipt of any notice or order of a violation received by them or of which they become aware which may otherwise have an adverse impact on the Mortgaged Property, its operations or its compliance with licensing and regulatory requirements.

 (2)        If any licensing or similar regulatory
requirement is imposed upon or otherwise becomes applicable to the Mortgaged Property after the Effective Date, Borrower shall obtain, or shall cause the applicable Property Operator to obtain, all Licenses required to lawfully operate the Mortgaged
Property as a Seniors Housing Facility and shall maintain or shall cause the applicable Property Operator to maintain, such Licenses in full force and effect. Borrower acknowledges and agrees that all such Licenses are subject to the terms of this
Loan Agreement and the Loan Documents. 

  

					
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 (3)        Without
the prior written consent of Lender, Borrower shall not, and shall require any applicable Property Operator not to, amend, modify, transfer or otherwise change the Licenses at the Mortgaged Property. 

(4)        Borrower shall promptly inform Lender in writing if
Borrower has actual knowledge of, and shall deliver to Lender copies of, any related written communications, complaints, orders, judgments and other documents relating to the commencement of any rulemaking or disciplinary proceeding or the
promulgation of any proposed or final rule which would have, or may reasonably be expected to have, a material adverse effect on the Mortgaged Property or on Borrower’s or any Property Operator’s ability to operate and manage the Mortgaged
Property as a Seniors Housing Facility; the receipt of notice from any Governmental Authority having jurisdiction over Borrower or any Property Operator that (A) Borrower or Property Operator is being placed under regulatory supervision,
(B) any License related to the conduct of Borrower’s or any applicable Property Operator’s business or the Mortgaged Property is to be suspended or revoked or (C) Borrower or Property Operator is to cease and desist any practice,
procedure or policy employed by Borrower or Property Operator in the conduct of its business, and such cessation would have, or may reasonably be expected to have, a material adverse effect on the Mortgaged Property or on Borrower’s or any
Property Operator’s ability to operate the Mortgaged Property as a Seniors Housing Facility; 

(g)        Medicaid. 

(1)        If Borrower or any Property Operator is a Medicaid
Participant as of the Effective Date with respect to the Mortgaged Property, Borrower or such Property Operator shall maintain its contract as a participating provider in the Medicaid Program at all times. Borrower shall not permit or allow more
than twenty percent (20%) of the Mortgaged Property’s effective gross income to be derived from units relying on Medicaid payments. If by reason of applicable law or regulation more than twenty percent (20%) of effective gross income
is derived from units relying on Medicaid payments, Borrower shall take, or shall cause to be taken, in a diligent and expeditious manner all reasonable steps necessary to bring the Mortgaged Property into compliance with the preceding sentence to
the extent permissible by applicable law or regulation. Borrower shall limit the use and occupancy of the Mortgaged Property to tenants that meet the standards for a Seniors Housing Facility. Borrower shall not accept tenants that require skilled
nursing care or permit tenants requiring skilled nursing care to remain at the Mortgaged Property as a routine matter. 
 (2)        If neither Borrower nor any Property Operator is a Medicaid Participant as of the Effective Date, Borrower shall notify Lender in writing
thirty (30) days prior to Borrower’s or any Property Operator’s submission of its request to participate in the Medicaid Program, and will provide Lender with copies of all correspondence and documentation received from the Property
Jurisdiction or any authorizing entity concerning its submission. In the event Borrower or any Property Operator becomes a Medicaid Participant with respect to the Mortgaged Property, Borrower and such Property Operator shall execute the form of
Medicaid reserve agreement and depositary agreement as Lender may require. 

  

					
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 (h)        Facility Operating
Agreement. 
 (1)        Borrower shall comply with
and shall enforce the obligations of each Property Operator under each Facility Operating Agreement. 
 (2)        Without prior written consent of Lender, Borrower shall not: 

(A)        amend or modify any Facility Operating Agreement;

 (B)        terminate any Facility Operating
Agreement; 
 (C)        waive a default under any
Facility Operating Agreement; 
 (D)        assign its
rights or interests under any Facility Operating Agreement; 

(E)        Transfer the responsibility for the operation and
management of the Mortgaged Property from any Property Operator to any other person or entity; 

(F)        Transfer any Facility Operating Agreement; or

 (G)        add or release a property to or from the
Operating Lease. 
 (3)        Within five (5) days
of Borrower’s or any Property Operator’s receipt, Borrower shall give Lender written notice of any notice or information received by Borrower or any Property Operator that indicates either Borrower or any Property Operator (A) is in
default under the terms of any Facility Operating Agreement, (B) is amending, modifying or terminating any Facility Operating Agreement or (C) is otherwise discontinuing its operation and management of the Mortgaged Property.

 (4)        After Borrower receives notice (or
otherwise has actual knowledge) of an Event of Default under the Loan Documents, it will not make any payment of fees under or pursuant to the Operating Lease without Lender’s prior written consent. 

(5)        Borrower shall cause each Property Operator, where
applicable, to comply with the terms, conditions, provisions, requirements and affirmative and negative covenants of this Loan Agreement relating to the use and operation of the Mortgaged Property, including all terms, conditions, provisions,
requirements and affirmative and negative covenants set forth in this Loan Agreement applicable to the organization, existence and good standing of Property Operator necessary for the use and operation of the Mortgaged Property. 

  

					
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 (i)        Change in Property
Operator. 
 Each Property Operator and each Facility Operating Agreement must be approved by Lender.
Borrower shall not remove or permit or suffer the removal of any Property Operator without the prior written consent of Lender and unless and until Lender has approved in writing a replacement Property Operator. Each Facility Operating Agreement or
other similar agreement between Borrower and a new Property Operator must be approved in writing by Lender, and Borrower and the new Property Operator must execute and deliver to Lender a SASA in form acceptable to Lender, subject to the provisions
of Section 6.03(a). Borrower shall notify Lender in writing of any name change of an Affiliated Property Operator or any change in an Affiliated Property Operator’s place of incorporation or organization. Borrower agrees that Lender shall
have the right to remove any Property Operator at any time if an Event of Default has occurred and is continuing, subject to the provisions of any SASA and any assignment of management agreement then in effect. 

(j)        Contracts. 

Borrower may in the future enter into Contracts for the provision of additional goods or services at or otherwise in
connection with the operation, use or management of the Mortgaged Property. Borrower absolutely and unconditionally pledges, grants a security interest in and assigns to Lender all of Borrower’s right, title and interest in, to and under the
Contracts, including Borrower’s right, power and authority to modify the terms of, extend or terminate any such Contract. Until Lender gives notice to Borrower of Lender’s exercise of its rights under this Loan Agreement, Borrower shall
have all right, power and authority granted to Borrower under any Contract (except as otherwise limited by this subsection or any other provision of this Loan Agreement), including the right, power and authority to modify the terms of any Contract
or extend or terminate any Contract. If an Event of Default has occurred and is continuing, and at the option of Lender, the permission given to Borrower pursuant to the preceding sentence to exercise all right, power and authority under Contracts
shall terminate. Upon Lender’s delivery of notice to Borrower of an Event of Default, Lender shall immediately have all right, power and authority granted to Borrower under any Contract, including the right, power and authority to modify the
terms of, extend or terminate any such Contract. Borrower shall fully perform all of its obligations under the Contracts, and Borrower agrees not to assign, sell, pledge, transfer, mortgage or otherwise encumber its interests in any of the Contracts
without the prior written approval of Lender. Each Contract entered into by Borrower subsequent to the date hereof, the average annual consideration of which, directly or indirectly, is at least $20,000, shall provide: (A) that it shall be
terminable for cause; and (B) that it shall be terminable, at Lender’s option, upon the occurrence of an Event of Default. 

Section 6.03        Mortgage Loan Administration Matters Regarding the Property. 

(a)        Property Management. 

If, in connection with the making of the Mortgage Loan, or at any later date, Lender waives in writing the requirement
that Borrower enter into a written contract for operation and management of the Mortgaged Property, and Borrower later elects to enter into a written contract 

  

					
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or change the operation and management of the Mortgaged Property, such new Property Operator and any Facility Operating Agreement must be approved by Lender. As a condition to any approval by
Lender, Borrower and such new Property Operator shall enter into a SASA. 

(b)        Subordination of Fees by Property Operator. 

All fees due to an Affiliated Property Operator in connection with the operation and management of the Mortgaged Property
shall be subordinated in right to the prior payment in full of the Indebtedness. All fees due to a non-Affiliated Property Operator in connection with the operation and management of the Mortgaged Property shall be subordinated in right of payment
to the prior payment in full of monthly debt service and funding of escrows and reserves as required under the Mortgage Loan Documents, and the payment of all operating expenses and capital expenditures incurred in connection with the operation and
management of the Mortgaged Property. 
 (c)        Physical Needs
Assessment. 
 If, in connection with any inspection of the Mortgaged Property, Lender determines that the
condition of the Mortgaged Property has deteriorated (ordinary wear and tear excepted) since the Effective Date, Lender may obtain, at Borrower’s expense, a physical needs assessment of the Mortgaged Property. Lender’s right to obtain a
physical needs assessment pursuant to this Section 6.03(c) shall be in addition to any other rights available to Lender under this Loan Agreement in connection with any such deterioration. Any such inspection or physical needs assessment may
result in Lender requiring Additional Lender Repairs or Additional Lender Replacements as further described in Section 13.02(a)(9)(B). 
 ARTICLE 7 - LEASES AND RENTS 

Section 7.01        Representations and Warranties. 

The representations and warranties made by Borrower to Lender in this Section 7.01 are made as of the Effective
Date, and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule. 
 (a)        Prior Assignment of Rents. 
 Borrower has not executed any: 

(1)        prior assignment of Rents (other than an assignment of
Rents securing prior indebtedness that has been paid off and discharged or will be paid off and discharged with the proceeds of the Mortgage Loan); or 

(2)        instrument which would prevent Lender from exercising
its rights under this Loan Agreement, the Security Instrument or the SASA. 

  

					
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 (b)        Prepaid Rents.

 Borrower has not accepted, and does not expect to receive prepayment of, any Rents for more than
two (2) months prior to the due dates of such Rents. 

(c)        Rental Buydown Program. 

(i)        Operator has, with Borrower’s permission, made available to
certain residents of the Mortgaged Property the option to pay to Operator upon initial occupancy of the Mortgaged Property, the sum of One Hundred Thousand and No/100 Dollars ($100,000) (“Rental Buydown Deposit”) in exchange for reduced
monthly rent under the resident’s occupancy agreement or lease (“Rental Buydown Program”). On the Effective Date five (5) units of the Mortgaged Property participate in the Rental Buydown Program. Borrower shall not permit and
shall cause Operator not to permit more than ten (10) units in the Mortgaged Property to participate in the Rental Buydown Program at any one time. $75,000.00 of each Rental Buydown Deposit is reimbursable to the applicable resident when it
vacates the Mortgaged Property (“Reimbursable Deposit”). All Reimbursable Deposits, whether now or in the future existing, shall be deposited in Great Western Bank or other financial institution approved by Lender in writing
(“Certificate of Deposit Issuer”) in the form of automatically renewing certificates of deposit issued in favor of Operator and/or Borrower, which certificates of deposit shall be pledged to Borrower and Lender in the Operating Lease.

 (ii)        Within one hundred twenty (120) days after the end
of each calendar year, Borrower shall, or shall cause Operator to submit to Lender, a statement certified true and correct by Borrower and Operator setting forth the names of residents who have at any time during the preceding calendar year
participated in the Rental Buydown Program, the amount of Rental Buydown Deposit deposited with Operator, the financial institution in which the Reimbursable Deposit is held, and the Certificate of Deposit amount and account number. 

(iii)        All Reimbursable Deposits will be invested in certificates of
deposit issued by the Certificate of Deposit Issuer and, if requested by Lender, the original certificates of deposit will be deposited with and held by Lender. 

(iv)        Upon entering into the Rental Buydown Program with any existing or
potential resident, Borrower shall, and shall cause Operator to, inform Lender of the name of the resident, the amount of the Rental Buydown Deposit and Reimbursable Deposit, and a copy of the residency agreement setting forth the Rental Buydown
Program, and a copy, or if requested by Lender, the original Certificate of Deposit shall be deposited with Lender. 

  

					
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 Section 7.02        Covenants. 

(a)        Leases. 

Borrower shall: 
 (1)        comply with and observe Borrower’s obligations under all Leases, including Borrower’s obligations pertaining to the maintenance and disposition
of any tenant security deposits or any other refundable fees including entrance fees or community fees; 
 (2)        surrender possession of the Mortgaged Property, including all Leases and all security deposits and prepaid Rents, immediately upon appointment of a
receiver or Lender’s entry upon and taking of possession and control of the Mortgaged Property, as applicable; and 
 (3)        promptly provide Lender a copy of any non-Residential Lease at the time such Lease is executed (subject to Lender’s consent rights for Material
Commercial Leases in 0(b) and subject to Lender’s consent rights for any Seniors Housing Facility Lease pursuant to Section 6.02(i) and the SASA), and, upon Lender’s request, promptly provide Lender a copy of any Residential Lease
then in effect as requested by Lender. 
 (b)        Commercial
Leases. 
 (1)        With respect to Material
Commercial Leases, Borrower shall not: 

(A)        enter into any Material Commercial Lease except with
the prior written consent of Lender; or 

(B)        modify the terms of, extend or terminate any Material
Commercial Lease (including any Material Commercial Lease in existence on the Effective Date) without the prior written consent of Lender. 
 (2)        With respect to any non-Material Commercial Lease, Borrower shall not: 

(A)        enter into any non-Material Commercial Lease that
materially alters the use and type of operation of the premises subject to the Lease in effect as of the Effective Date, reduces the number or size of residential units at the Mortgaged Property or causes such non-Material Commercial Lease to be
deemed a Material Commercial Lease; or 

(B)        modify the terms of any non-Material Commercial Lease
(including any non-Material Commercial Lease in existence on the Effective Date) in any way that materially alters the use and type of operation of the premises subject to such non-Material Commercial Lease in effect as of the Effective Date,
reduces the number or size of residential units at the Mortgaged Property or causes such non-Material Commercial Lease to be deemed a Material Commercial Lease. 

(3)        With respect to any Seniors Housing Facility Lease,
Borrower shall comply with the requirements set forth in Section 6.02(h). 

  

					
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 (4)        With
respect to any Material Commercial Lease or non-Material Commercial Lease or Seniors Housing Facility Lease, Borrower shall cause the applicable tenant to provide within ten (10) days of the request, a certificate of estoppel, or if not
provided by tenant within such ten (10) day period, Borrower shall provide such certificate of estoppel, certifying: 
 (A)        that such Material Commercial Lease, non-Material Commercial Lease or Seniors Housing Facility Lease is unmodified and in full force and effect (or if
there have been modifications, that such Material Commercial Lease, non-Material Commercial Lease or Seniors Housing Facility Lease is in full force and effect as modified and stating the modifications); 

(B)        the term of the Lease including any extensions
thereto; 
 (C)        the dates to which the Rent and
any other charges hereunder have been paid by tenant; 

(D)        the amount of any security deposit delivered to
Borrower as landlord; 
 (E)        whether or not
Borrower is in default (or whether any event or condition exists which, with the passage of time, would constitute an event of default) under such Lease; 

(F)        the address to which notices to tenant should be
sent; and 
 (G)        any other information as may be
reasonably required by Lender. 
 (c)        Payment of Rents.

 Borrower shall: 

(1)        pay to Lender upon demand all Rents after an Event of
Default has occurred and is continuing; 

(2)        cooperate with Lender’s efforts in connection
with the assignment of Rents set forth in the Security Instrument and the SASA; and 

(3)        not accept Rent under any Lease (whether residential
or non-residential) for more than two (2) months in advance. 

  

					
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 (d)        Assignment of Rents.

 Borrower shall not: 

(1)        perform any acts and shall not execute any instrument
that would prevent Lender from exercising its rights under the assignment of Rents granted in the Security Instrument, SASA or in any other Loan Document; or 

(2)        interfere with Lender’s collection of such Rents.

 (e)        Further Assignments of Leases and Rents.

 Borrower shall execute and deliver any further assignments of Leases and Rents as Lender may reasonably
require. 
 (f)        Options to Purchase by Tenants.

 No Lease (whether a Residential Lease or a non-Residential Lease) shall contain an option to purchase,
right of first refusal or right of first offer, except as set forth in the SASA or except as required by applicable law. 

Section 7.03        Mortgage Loan Administration Regarding Leases and Rents. 

(a)        Material Commercial Lease Requirements. 

Each Material Commercial Lease, including any renewal or extension of any Material Commercial Lease in existence as of
the Effective Date, shall provide, directly or pursuant to a subordination, non-disturbance and attornment agreement approved by Lender, that: 
 (1)        the tenant shall, upon written notice from Lender after the occurrence of an Event of Default, pay all Rents payable under such Lease to Lender;

 (2)        such Lease is subordinate to the lien of
the Security Instrument; 
 (3)        the tenant shall
attorn to Lender and any purchaser at a Foreclosure Event (such attornment to be self-executing and effective upon acquisition of title to the Mortgaged Property by any purchaser at a Foreclosure Event or by Lender in any manner); 

(4)        the tenant agrees to execute such further evidences of
attornment as Lender or any purchaser at a Foreclosure Event may from time to time request; and 

(5)        such Lease shall not terminate as a result of a
Foreclosure Event unless Lender or any other purchaser at such Foreclosure Event, but subject to the terms of the subordination, non-disturbance and attornment agreement, affirmatively elects to terminate such Lease. 

(b)        Residential Lease Requirements. 

All Residential Leases entered into from and after the Effective Date shall be on forms approved by Lender. All
Residential Leases shall be for initial lease terms of not less than 

  

					
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six (6) months and not more than twenty-four (24) months (however, if customary in the applicable market for properties comparable to the Mortgaged Property, Residential Leases with
terms of less than six (6) months (but in no case less than one (1) month) may be permitted with Lender’s prior written consent). 
 ARTICLE 8 - BOOKS AND RECORDS; FINANCIAL REPORTING 

Section 8.01        Representations and Warranties. 

The representations and warranties made by Borrower to Lender in this Section 8.01 are made as of the Effective
Date, and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule. 
 (a)        Financial Information. 
 All financial statements and data, including statements of cash flow and income and operating expenses, that have been delivered to Lender in respect of the Mortgaged Property: 

(1)        are true, complete and correct in all material
respects; and 
 (2)        accurately represent the
financial condition of the Mortgaged Property as of such date. 

(b)        No Change in Facts or Circumstances. 

All information in the Loan Application and in all financial statements, rent rolls, reports, certificates and other
documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

 Section 8.02        Covenants. 

(a)        Obligation to Maintain Accurate Books and Records. 

Borrower shall keep and maintain at all times at the Mortgaged Property, Operator’s offices, the property management
agent’s offices, Borrower’s General Business Address or such other place approved by Lender in writing and, upon Lender’s request, shall make available at the Mortgaged Property, the Operator’s offices, the property management
agent’s offices or such other place approved by Lender in writing: 

(1)        complete and accurate books of account and records
(including copies of supporting bills and invoices) adequate to reflect correctly the operation of the Mortgaged Property; and 
 (2)        copies of all written contracts, Leases and other instruments that affect Borrower or the Mortgaged Property. 

  

					
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 (b)        Items to Furnish to
Lender. 
 Subject to Privacy Laws, Borrower shall furnish to Lender the following, certified as true,
complete and accurate, in all material respects, by an individual having authority to bind Borrower (or Guarantor, as applicable), in such form and with such detail as Lender reasonably requires: 

(1)        within forty-five (45) days after the end of each
first, second and third calendar quarter, a statement of income and expenses for Borrower and each Property Operator (in connection with the operation of the Mortgaged Property) on a year-to-date basis as of the end of each calendar quarter;

 (2)        within one hundred twenty (120) days
after the end of each calendar year: 
 (A)        for
any Borrower, any Property Operator (in connection with the operation of the Mortgaged Property), and any Guarantor that is an entity, a statement of income and expenses and a statement of cash flows for such calendar year; 

(B)        for any Borrower, any Property Operator (in
connection with the operation of the Mortgaged Property), and any Guarantor that is an individual or a trust established for estate-planning purposes, a personal financial statement for such calendar year; 

(C)        when requested by Lender, balance sheet(s) showing
all assets and liabilities of Borrower, each Property Operator (in connection with the operation of the Mortgaged Property) and Guarantor and a statement of all contingent liabilities as of the end of such calendar year; 

(D)        a written certification ratifying and affirming that:

 (i)        Borrower has taken no action in violation
of Section 4.02(d) regarding its single asset status; 

(ii)        Borrower has received no notice of any building code
violation, or if Borrower has received such notice, evidence of remediation; 

(iii)        Borrower has made no application for rezoning nor
received any notice that the Mortgaged Property has been or is being rezoned; and 

(iv)        Borrower has taken no action and has no knowledge of
any action that would violate the provisions of Section 11.02(b)(1)(F) regarding liens encumbering the Mortgaged Property; 

  

					
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 (E)        an
accounting of all security deposits held pursuant to all Leases, including the name of the institution (if any) and the names and identification numbers of the accounts (if any) in which such security deposits are held and the name of the person to
contact at such financial institution, along with any authority or release necessary for Lender to access information regarding such accounts; and 

(F)        written confirmation of: 

(i)        any changes occurring since the Effective Date (or
that no such changes have occurred since the Effective Date) in (1) the direct owners of Borrower, (2) the indirect owners (and any non-member managers) of Borrower that hold a Controlling Interest in Borrower (excluding any Publicly Held
Companies or Publicly Held Trusts), or (3) the indirect owners of Borrower that hold twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly Held Companies or Publicly Held Trusts), and their
respective interests; 
 (ii)        the names of all
officers and directors of (1) any Borrower which is a corporation, (2) any corporation which is a general partner of any Borrower which is a partnership, or (3) any corporation which is the managing member or non-member manager of any
Borrower which is a limited liability company; and 

(G)        the names of all managers who are not members of
(i) any Borrower which is a limited liability company, (ii) any limited liability company which is a general partner of any Borrower which is a partnership, or (iii) any limited liability company which is the managing member or
non-member manager of any Borrower which is a limited liability company; 

(3)        within forty-five (45) days after the end of each
first, second and third calendar quarter and within one hundred twenty (120) days after the end of each calendar year, and at any other time upon Lender’s request, a rent schedule for the Mortgaged Property showing the name of each tenant
and for each tenant, the space occupied, the lease expiration date, the rent payable for the current month, the date through which rent has been paid and any related information requested by Lender; 

(4)        within ten (10) days of Borrower’s receipt,
copies of all inspection reports, surveys, reviews and certifications prepared by, for, or on behalf of any licensing or regulatory authority relating to the Mortgaged Property and any legal actions, orders, notices or reports relating to the
Mortgaged Property issued by the applicable regulatory or licensing authorities; 

(5)        within ten (10) days of submission by Borrower,
copies of all incident reports submitted by or on behalf of Borrower to any liability insurance carrier or any elderly affairs, regulatory or licensing authority; 

  

					
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 (6)        upon
Lender’s request (but, absent an Event of Default, no more frequently than once in any six (6) month period): 
 (A)        any item described in Section 8.02(b)(1) or Section 8.02(b)(2) for Borrower or any Property Operator (in connection with the operation of the
Mortgaged Property), certified as true, complete and accurate by an individual having authority to bind Borrower or such Property Operator; 
 (B)        a property management or leasing report for the Mortgaged Property, showing the number of rental applications received from tenants or prospective
tenants and deposits received from tenants or prospective tenants, and any other information requested by Lender; 
 (C)        a statement of income and expenses for Borrower’s or any Property Operator’s operation of the Mortgaged Property on a year-to-date basis as of
the end of each month for such period as requested by Lender, which statement shall be delivered within thirty (30) days after the end of such month requested by Lender; 

(D)        a statement of real estate owned by Borrower and
Guarantor for such period as requested by Lender, which statement(s) shall be delivered within thirty (30) days after the end of such month requested by Lender; and 

(E)        a statement that identifies: 

(i)        the direct owners of Borrower and their respective
interests; 
 (ii)        the indirect owners (and any
non-member managers) of Borrower that hold a Controlling Interest in Borrower (excluding any Publicly Held Companies or Publically Held Trusts) and their respective interests; and 

(iii)        the indirect owners of Borrower that hold
twenty-five percent (25%) or more of the ownership interests in Borrower (excluding any Publicly Held Companies or Publically Held Trusts) and their respective interests; 

(F)        copies of all reports relating to the services and
operations of the Mortgaged Property, including, if applicable, Medicaid cost reports and records relating to account balances due to or from Medicaid or any private insurer; and 

(G)        within ten (10) days of submission to Borrower
by any Property Operator, the financial statements, reports, documents, communications and information delivered to Borrower by any Property Operator pursuant to the Facility Operating Agreement, to the extent not otherwise provided under this Loan
Agreement. 

  

					
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 (c)        Delivery of Books and
Records. 
 If an Event of Default has occurred and is continuing, Borrower shall deliver to Lender, upon
written demand, all books and records relating to the Mortgaged Property or its operation. 

Section 8.03        Mortgage Loan Administration Matters Regarding Books and Records and Financial
Reporting. 
 (a)        Right to Audit Books and Records.

 Lender may require that Borrower’s, any Affiliated Property Operator’s, or Guarantor’s
books and records be audited, at Borrower’s expense, by an independent certified public accountant selected by Lender in order to produce or audit any statements, schedules and reports of Borrower, Guarantor, any Affiliated Property Operator or
the Mortgaged Property required by Section 8.02, if: 

(1)        Borrower fails to provide in a timely manner the
statements, schedules and reports required by Section 8.02 and, thereafter, Borrower or Guarantor fails to provide such statements, schedules and reports within the cure period provided in Section 14.01(c); or 

(2)        the statements, schedules and reports submitted to
Lender pursuant to Section 8.02 are not full, complete and accurate in all material respects as determined by Lender and, thereafter, Borrower or Guarantor fails to provide such statements, schedules and reports within the cure period provided
in Section 14.01(c); or 
 (3)        an Event of
Default has occurred and is continuing. 
 Notwithstanding the foregoing, the ability of Lender to require the
delivery of audited financial statements shall be limited to not more than once per Borrower’s fiscal year so long as no Event of Default has occurred during such fiscal year (or any event which, with the giving of written notice or the passage
of time, or both, would constitute an Event of Default has occurred and is continuing). Borrower shall cooperate with Lender in order to satisfy the provisions of this Section 8.03(a). All related costs and expenses of Lender shall become
immediately due and payable within ten (10) Business Days after demand therefor. 

(b)        Credit Reports; Credit Score. 

No more often than once in any twelve (12) month period, Lender is authorized to obtain a credit report (if
applicable) on Borrower or any Guarantor or any Key Principal, the cost of which report shall be paid by Borrower, Guarantor, and Key Principal. Lender is authorized to obtain a Credit Score (if applicable) for Borrower, any Guarantor or any Key
Principal at any time at Lender’s expense. 

  

					
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 ARTICLE 9 - INSURANCE 
 Section 9.01        Representations and Warranties. 
 The representations and warranties made by Borrower to Lender in this Section 9.01 are made as of the Effective Date, and are true and correct except as disclosed on the Exceptions to Representations
and Warranties Schedule. 
 (a)        Compliance with Insurance
Requirements. 
 Borrower is in compliance with Lender’s insurance requirements (or has obtained a
written waiver from Lender for any non-compliant coverage) and has timely paid all premiums on all required insurance policies. 
 (b)        Property Condition. 
 (1)        The Mortgaged Property has not been damaged by fire, water, wind or other cause of loss; or 

(2)        if previously damaged, any previous damage to the
Mortgaged Property has been repaired and the Mortgaged Property has been fully restored. 

Section 9.02        Covenants. 

(a)        Insurance Requirements. 

(1)        As required by Lender and applicable law, and as may
be modified from time to time, Borrower shall: 

(A)        keep the Improvements insured at all times against
any hazards as are insurable, which insurance shall include coverage against loss by fire and all other perils insured by the “special causes of loss” coverage form, general boiler and machinery coverage, business income coverage and flood
(if any of the Improvements are located in an area identified by the Federal Emergency Management Agency (or any successor) as an area having special flood hazards and to the extent flood insurance is available in that area), and may include
sinkhole insurance, mine subsidence insurance, earthquake insurance, terrorism insurance, windstorm insurance and, if the Mortgaged Property does not conform to applicable building, zoning or land use laws, ordinance and law coverage; 

(B)        maintain at all times commercial general liability
insurance, workmen’s compensation insurance and such other liability, errors and omissions and fidelity insurance coverage; and commercial professional liability insurance covering errors and omissions for medical malpractice, all types of
abuse, and any service where healthcare is provided; and 

  

					
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 (C)        maintain
builder’s risk and public liability insurance, and other insurance in connection with completing the Repairs or Replacements, as applicable. 
 (b)        Delivery of Policies, Renewals, Notices and Proceeds. 
 Borrower shall or shall cause Operator to: 

(1)        cause all insurance policies (including any policies
not otherwise required by Lender) which can be endorsed with standard non-contributing, non-reporting mortgagee clauses making loss payable to Lender (or Lender’s assigns) to be so endorsed; 

(2)        promptly deliver to Lender a copy of all renewal and
other notices received by Borrower with respect to the policies and all receipts for paid premiums; 
 (3)        deliver evidence, in form and content acceptable to Lender, that each required insurance policy has been renewed not less than ten (10) days prior
to the applicable expiration date, and (if such evidence is other than an original or duplicate original of a renewal policy) deliver the original or duplicate original of each renewal policy (or such other evidence of insurance as may be required
by or acceptable to Lender) in form and content acceptable to Lender within one hundred twenty (120) days after the applicable expiration date of the original insurance policy; 

(4)        provide immediate written notice to the insurance
company and to Lender of any event of loss; 

(5)        execute such further evidence of assignment of any
insurance proceeds as Lender may require; and 

(6)        provide immediate written notice to Lender of
Borrower’s receipt of any insurance proceeds under any insurance policy required by Section 9.02(a)(1)(A) above and, if requested by Lender, deliver to Lender all of such proceeds received by Borrower to be applied by Lender in accordance
with this Article 9. 
 Section 9.03        Mortgage Loan Administration Matters Regarding
Insurance 
 (a)        Lender’s Ongoing Insurance
Requirements. 
 Borrower acknowledges that Lender’s insurance requirements may change from time to
time. All insurance policies and renewals of insurance policies required by this Loan Agreement shall be: 
 (1)        in the form and with the terms required by Lender; 

(2)        in such amounts, with such maximum deductibles and for
such periods required by Lender; and 

  

					
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 (3)        issued by
insurance companies satisfactory to Lender. 
 BORROWER ACKNOWLEDGES THAT ANY FAILURE TO COMPLY WITH INSURANCE
PROVISIONS SHALL PERMIT LENDER TO PURCHASE SUCH INSURANCE AT BORROWER’S COST. SUCH INSURANCE MAY, BUT NEED NOT, PROTECT BORROWER’S INTERESTS. THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWER MAKES OR ANY CLAIM THAT IS
MADE AGAINST BORROWER IN CONNECTION WITH THE MORTGAGED PROPERTY. IF LENDER PURCHASES INSURANCE FOR THE MORTGAGED PROPERTY, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AT THE DEFAULT RATE AND ANY OTHER CHARGES
LENDER MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR THE EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE SHALL BE ADDED TO BORROWER’S TOTAL OUTSTANDING BALANCE OR OBLIGATION
AND SHALL CONSTITUTE ADDITIONAL INDEBTEDNESS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWER MAY BE ABLE TO OBTAIN ON ITS OWN. BORROWER MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING EVIDENCE
THAT BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS. 

(b)        Application of Proceeds on Event of Loss. 

(1)        Upon an event of loss, Lender may, at Lender’s
option: 
 (A)        hold such proceeds to be applied
to reimburse Borrower for the cost of Restoration (in accordance with Lender’s then-current policies relating to the restoration of casualty damage on similar multifamily residential properties); or 

(B)        apply such proceeds to the payment of the
Indebtedness, whether or not then due; provided, however, Lender shall not apply insurance proceeds to the payment of the Indebtedness and shall permit Restoration pursuant to Section 9.03(b)(1) if all of the following conditions
are met: 
 (i)        no Event of Default has occurred
and is continuing (or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing); 

(ii)        Lender determines that the combination of insurance
proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration; 

  

					
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 (iii)        Lender
determines that the net operating income generated by the Mortgaged Property after completion of the Restoration will be sufficient to support a debt service coverage ratio not less than the debt service coverage ratio immediately prior to the event
of loss, but in no event less than 1.0x (the debt service coverage ratio shall be calculated on a thirty (30) year amortizing basis (if applicable, on a proforma basis approved by Lender) in all events and shall include all
operating costs and other expenses, Imposition Deposits, deposits to Collateral Accounts and Mortgage Loan repayment obligations); 
 (iv)        Lender determines that the Restoration will be completed before the earlier of (1) one (1) year before the stated Maturity Date or
(2) one (1) year after the date of the loss or casualty; and 

(v)        Borrower provides Lender, upon request, evidence of
the availability during and after the Restoration of the insurance required to be maintained by Borrower pursuant to this Loan Agreement. 
 After the completion of Restoration in accordance with the above requirements, as determined by Lender, the balance, if any, of such proceeds shall be returned to Borrower. 

(2)        Notwithstanding the foregoing, if any loss is
estimated to be in an amount equal to or less than $100,000, Lender shall not exercise its rights and remedies as power-of-attorney herein and shall allow Borrower to make proof of loss, to adjust and compromise any claims under policies of property
damage insurance, to appear in and prosecute any action arising from such policies of property damage insurance, and to collect and receive the proceeds of property damage insurance; provided that each of the following conditions shall be
satisfied: 
 (A)        Borrower shall immediately
notify Lender of the casualty giving rise to the claim; 

(B)        no Event of Default has occurred and is continuing
(or any event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing); 

(C)        the Restoration will be completed before the earlier
of (i) one (1) year before the stated Maturity Date or (ii) one (1) year after the date of the loss or casualty; 
 (D)        Lender determines that the combination of insurance proceeds and amounts provided by Borrower will be sufficient funds to complete the Restoration;


  

					
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 (E)        all
proceeds of property damage insurance shall be issued in the form of joint checks to Borrower and Lender; 
 (F)        all proceeds of property damage insurance shall be applied to the Restoration; 

(G)        Borrower shall deliver to Lender evidence
satisfactory to Lender of completion of the Restoration and obtainment of all lien releases; 

(H)        Borrower shall have complied to Lender’s
satisfaction with the foregoing requirements on any prior claims subject to this provision, if any; and 
 (I)        Lender shall have the right to inspect the Mortgaged Property. 

(3) If Lender elects to apply insurance proceeds to the Indebtedness in accordance with the terms of this
Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to the damaged portion of the Mortgaged Property and, at its expense and regardless of whether such costs are covered
by insurance, clean up any debris resulting from the casualty event, and, if required or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged
Property in a safe, habitable and marketable condition. Nothing in this Section 9.03(b) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan
Agreement or under any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement. 

(c)        Payment Obligations Unaffected. 

The application of any insurance proceeds to the Indebtedness shall not extend or postpone the Maturity Date or the due
date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, any other installments referred to in this Loan Agreement or in any other Loan Document. Notwithstanding the foregoing, if Lender applies insurance
proceeds to the Indebtedness in connection with a casualty of less than the entire Mortgaged Property, and after such application of proceeds the debt service coverage ratio (as determined by Lender) is less than 1.25x based on the then-applicable
Monthly Debt Service Payment and the anticipated on-going net operating income of the Mortgaged Property after such casualty event, then Lender may, at its discretion, permit an adjustment to the Monthly Debt Service Payments that become due and
owing thereafter, based on Lender’s then-current underwriting requirements. In no event shall the preceding sentence obligate Lender to make any adjustment to the Monthly Debt Service Payments. 

  

					
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 (d)        Foreclosure Sale.

 If the Mortgaged Property is transferred pursuant to a Foreclosure Event or Lender otherwise acquires
title to the Mortgaged Property, Borrower acknowledges that Lender shall automatically succeed to all rights of Borrower in and to any insurance policies and unearned insurance premiums applicable to the Mortgaged Property and in and to the proceeds
resulting from any damage to the Mortgaged Property prior to such Foreclosure Event or such acquisition. 

(e)        Appointment of Lender as Attorney-In-Fact. 

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c). 

ARTICLE 10 - CONDEMNATION 

Section 10.01        Representations and Warranties. 

The representations and warranties made by Borrower to Lender in this Section 10.01 are made as of the Effective
Date, and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule. 
 (a)        Prior Condemnation Action. 
 No part of the Mortgaged Property has been taken in connection with a Condemnation Action. 
 (b)        Pending Condemnation Actions. 
 No Condemnation Action is pending nor, to Borrower’s knowledge, is threatened for the partial or total condemnation or taking of the Mortgaged Property. 

Section 10.02        Covenants. 

(a)        Notice of Condemnation. 

Borrower shall: 
 (1)        promptly notify Lender of any Condemnation Action; 

(2)        appear in and prosecute or defend, at its own cost and
expense, any action or proceeding relating to any Condemnation Action, including any defense of Lender’s interest in the Mortgaged Property tendered to Borrower by Lender, unless otherwise directed by Lender in writing; and 

(3)        execute such further evidence of assignment of any
condemnation award in connection with a Condemnation Action as Lender may require. 

  

					
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 (b)        Condemnation Proceeds.

 Borrower shall pay to Lender all awards or proceeds of a Condemnation Action promptly upon receipt.

 Section 10.03        Mortgage Loan Administration Matters Regarding Condemnation.

 (a)        Application of Condemnation Awards. 

Lender may apply any awards or proceeds of a Condemnation Action, after the deduction of Lender’s expenses incurred
in the collection of such amounts, to: 
 (1)        the
restoration or repair of the Mortgaged Property, if applicable; 

(2)        the payment of the Indebtedness, with the balance, if
any, paid to Borrower; or 
 (3)        Borrower.

 (b)        Payment Obligations Unaffected. 

The application of any awards or proceeds of a Condemnation Action to the Indebtedness shall not extend or postpone the
due date or the full payment of any Monthly Debt Service Payment, Monthly Replacement Reserve Deposit, any other installments referred to in this Loan Agreement or in any other Loan Document, or the Maturity Date. 

(c)        Appointment of Lender as Attorney-In-Fact. 

Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c). 

(d)        Preservation of Mortgaged Property. 

If a Condemnation Action results in or from damage to the Mortgaged Property and Lender elects to apply the proceeds or
awards from such Condemnation Action to the Indebtedness in accordance with the terms of this Loan Agreement, Borrower shall not be obligated to restore or repair the Mortgaged Property. Rather, Borrower shall restrict access to any portion of the
Mortgaged Property which has been damaged or destroyed in connection with such Condemnation Action and, at Borrower’s expense and regardless of whether such costs are covered by insurance, clean up any debris resulting in or from the
Condemnation Action, and, if required by any Governmental Authority or otherwise permitted by Lender, demolish or raze any remaining part of the damaged Mortgaged Property to the extent necessary to keep and maintain the Mortgaged Property in a
safe, habitable and marketable condition. Nothing in this Section 10.03(d) shall affect any of Lender’s remedial rights against Borrower in connection with a breach by Borrower of any of its obligations under this Loan Agreement or under
any Loan Document, including any failure to timely pay Monthly Debt Service Payments or maintain the insurance coverage(s) required by this Loan Agreement. 

  

					
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 ARTICLE 11 - LIENS, TRANSFERS AND ASSUMPTIONS 

Section 11.01        Representations and Warranties. 

The representations and warranties made by Borrower to Lender in this Section 11.01 are made as of the Effective
Date, and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule. 
 (a)        No Labor or Materialmen’s Claims. 
 All parties furnishing labor and materials on behalf of Borrower have been paid in full. There are no mechanics’ or materialmen’s liens (whether filed or unfiled) outstanding for work, labor or
materials (and no claims or work outstanding that under applicable law could give rise to any such mechanics’ or materialmen’s liens) affecting the Mortgaged Property, whether prior to, equal with or subordinate to the lien of the Security
Instrument. 
 (b)        No Other Interests. 

No Person: 
 (1)        other than Borrower has any possessory ownership or interest in the Mortgaged Property or right to occupy the same except under and pursuant to the
provisions of existing Leases, the material terms of all such Leases having been previously disclosed in writing to Lender; nor 
 (2)        has an option, right of first refusal, or right of first offer (except as required by applicable law) to purchase the Mortgaged Property, or any interest
in the Mortgaged Property. 
 Section 11.02        Covenants. 

(a)        Liens; Encumbrances. 

Other than Permitted Encumbrances and the lien created by the Loan Documents, Borrower shall not permit the grant,
creation or existence of any Lien, whether voluntary, involuntary or by operation of law, on all or any portion of the Mortgaged Property (including any voluntary, elective or non-compulsory tax lien or assessment pursuant to a voluntary, elective
or non-compulsory special tax district or similar regime). 

(b)        Transfers. 

(1)        Mortgaged Property. 

Borrower shall not Transfer, or cause or permit a Transfer of, all or any part of the Mortgaged Property
(including any interest in the Mortgaged Property) other than: 

(A)        a Transfer to which Lender has consented in writing;


  

					
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 (B)        the
grant of a Residential Lease for a term of two (2) years or less and not containing an option to purchase or right of first refusal (except as required by applicable law); 

(C)        the grant of a non-Material Commercial Lease provided
the use and type of operation of such space is unchanged from the use and type of operation in effect as of the Effective Date and the number and size of residential units at the Mortgaged Property are not reduced; 

(D)        a Transfer of obsolete or worn out Personalty or
Fixtures that are contemporaneously replaced by items of equal or better function and quality which are free of Liens (other than those created by the Loan Documents and Permitted Encumbrances, as defined in the Security Instrument); 

(E)        the grant of an easement, servitude or restrictive
covenant to which Lender has consented (in which case, no Transfer Fee shall apply), and Borrower has paid to Lender, upon demand, all costs and expenses incurred by Lender in connection with reviewing Borrower’s request; 

(F)        the creation of any tax lien, municipal lien, utility
lien, mechanics’ lien, materialmen’s lien, or judgment lien against the Mortgaged Property if bonded off, released of record or otherwise remedied (or security provided) to Lender’s satisfaction within sixty (60) days after the
earlier of the date Borrower has actual notice or constructive notice of the existence of such lien; provided, however that the lien of real estate taxes not yet due and payable need not be bonded off or released of record; or 

(G)        the conveyance of the Mortgaged Property following a
Foreclosure Event. 
 (2)        Interests in
Borrower and/or Key Principal and/or Guarantor and/or Affiliated Property Operator. 
 Other
than a Transfer to which Lender has consented in writing, Borrower shall not Transfer, or cause or permit to be Transferred: 
 (A)        a direct or indirect Controlling Interest in Borrower, Key Principal, Guarantor or Affiliated Property Operator (if applicable); 

(B)        fifty percent (50%) or more of any Key
Principal’s or Guarantor’s direct or indirect ownership interests in Borrower or Affiliated Property Operator that existed on the Effective Date (individually or on an aggregate basis); 

(C)        the economic benefits or rights to cash flows
attributable to any ownership interests in Borrower, Key Principal or Guarantor (if applicable) or Affiliated Property Operator separate from the Transfer of the underlying ownership interests if the Transfer of the underlying ownership interest is
prohibited by this Loan Agreement; or 

  

					
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 (D)        a
Transfer to a new key principal or new guarantor (if such new key principal or guarantor is an entity) which entity has an organizational existence termination date that ends before the Maturity Date. 

(3)        Entity Conversion. 

(A)        Borrower shall not change its name, change its
jurisdiction or organization, or cause or permit a conversion of Borrower from one type of entity into another type of entity if such conversion results in either: 

(i)        a Transfer of a Controlling Interest; or 

(ii)        a change in any assets, liabilities, legal rights or
obligations of Borrower (or of Key Principal, Guarantor or any general partner, manager (if non-member managed) or managing member of Borrower, as applicable), by operation of law or otherwise. 

(B)        Notwithstanding the foregoing, and provided that all
Licenses remain valid and in full force and effect following any conversion, Borrower may convert from one type of legal entity into another type of legal entity for tax or other structuring purposes, provided: 

(i)        the provisions of Section 11.02(b)(2) are
satisfied; 
 (ii)        Borrower provides Lender with
at least ten (10) days prior written notice of such conversion; 

(iii)        Borrower provides Lender any certificates
evidencing such conversion filed with the appropriate Secretary of State within ten (10) days after filing such certificates; 
 (iv)        Borrower provides Lender new certificates of good standing for such entity at least five (5) days prior to such conversion; 

(v)        Lender reserves the right to file UCC-3 amendments
where necessary reflecting the conversion; 

(vi)        if required by Lender, Borrower executes an
amendment to this Loan Agreement documenting the conversion; 

(vii)        Borrower shall provide Lender with confirmation
from the title company (via electronic mail or letter) that nothing is needed in the land records (of the appropriate Property Jurisdiction) at such time to evidence such conversion, and no endorsements to the Title Policy are necessary to maintain
Lender’s coverage; or if any endorsements are necessary, Borrower shall provide such endorsements at Borrower’s cost; and 

  

					
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(viii)        Borrower shall provide Lender with confirmation
that any Licenses in Borrower’s name remain valid and in full force and effect following the conversion or have been properly transferred to Borrower entity following the conversion, Borrower may convert from one type of legal entity into
another type of legal entity for tax or other structuring purposes. 

(c)        No Other Indebtedness and Mezzanine Financing. 

Other than the Mortgage Loan and Permitted Equipment Financing, Borrower shall not incur or be obligated at any time with
respect to any loan or other indebtedness in connection with or secured by the Mortgaged Property. Neither Borrower nor any owner of Borrower shall (1) incur any “mezzanine debt” or issue any preferred equity that is secured by a
pledge of the ownership interests in Borrower or by a pledge of the cash flows of Borrower to the extent the Transfer of the underlying ownership interests is otherwise prohibited by this Loan Agreement, or (2) incur any similar indebtedness or
issue any similar equity with respect to the Mortgaged Property or ownership interest in Borrower or any owner of Key Principal or Guarantor that is secured by a pledge of the cash flows of Borrower to the extent the Transfer of the underlying
ownership interests is otherwise prohibited by this Loan Agreement. 

Section 11.03        Mortgage Loan Administration Matters Regarding Liens, Transfers and Assumptions

 (a)        Assumption of Mortgage Loan. 

Lender shall consent to a Transfer of the Mortgaged Property to and an assumption of the Mortgage Loan by a new borrower
(either directly or else indirectly by a Transfer of a Controlling Interest in Borrower) if each of the following conditions is satisfied prior to the Transfer: 

(1)        Borrower has submitted to Lender all information
required by Lender to make the determination required by this Section 11.03(a); 

(2)        no Event of Default has occurred and is continuing,
and no event which, with the giving of written notice or the passage of time, or both, would constitute an Event of Default has occurred and is continuing; 

(3)        Lender determines that: 

(A)        the proposed new borrower, new key principal and any
other new guarantor and owners thereof, if applicable, fully satisfy all of Lender’s then-applicable borrower, key principal or guarantor eligibility, credit, management 

  

					
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and other loan underwriting standards (including any standards with respect to previous relationships between Lender and the proposed new borrower, new key principal and new guarantor and the
organization of the new borrower, new key principal and new guarantor (if applicable)); 

(B)        none of the proposed new borrower, new key principal
and any new guarantor, or any owners of the proposed new borrower, new key principal and any new guarantor, are a Prohibited Person; and 
 (C)        none of the proposed new borrower, new key principal and any new guarantor (if any of such are entities) shall have an organizational existence
termination date that ends before the Maturity Date; 

(4)        Lender determines that the Mortgaged Property
satisfies all of Lender’s then-applicable loan underwriting standards, including physical condition, occupancy and net operating income; 
 (5)        the proposed new borrower or owners thereof, if applicable, have executed an assumption agreement acceptable to Lender that, among other things, requires
the proposed new borrower to assume and perform all obligations of Borrower (or any other transferor), and that may require that the new borrower comply with any provisions of any Loan Document which previously may have been waived by Lender for
Borrower, subject to the terms of Section 11.03(g); 

(6)        one or more individuals or entities acceptable to
Lender as new guarantors have executed and delivered to Lender: 

(A)        an assumption agreement acceptable to Lender that
requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or 

(B)        a substitute Non-Recourse Guaranty and other
substitute guaranty in a form acceptable to Lender; 

(7)        Lender has reviewed and approved the Transfer
documents; and 
 (8)        Lender has received the
fees described in Section 11.03(g). 
 (b)        Transfers to
Key Principal-Owned Affiliates or Guarantor-Owned Affiliates. 

(1)        Transfers of direct or indirect ownership interests in
Borrower that are not otherwise permitted by this Loan Agreement but in which Key Principal or Guarantor, or an entity in which Key Principal or Guarantor, as applicable, has a Controlling Interest, is the transferee shall be consented to by Lender
if such Transfer satisfies the applicable requirements of Section 11.03(a), other than Section 11.03(a)(5). 

  

					
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 (2)        Transfers
of direct or indirect interests in Borrower held by a Key Principal or Guarantor to other Key Principals or Guarantors, as applicable, shall be consented to by Lender if such Transfer satisfies the following conditions: 

(A)        the Transfer does not cause a change in the
management and control of Borrower; and 

(B)        the transferor Key Principal or Guarantor maintains
the same right and ability to manage and control Borrower as existed prior to the Transfer. 
 If the conditions set forth in
this Section 11.03(b) are satisfied, the Transfer Fee shall be waived provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g). 

(c)        Estate Planning. 

Notwithstanding the provisions of Section 11.02(b)(2), so long as (1) the Transfer does not cause a change in
the management and control of Borrower and (2) the transferor Key Principal or Guarantor, as applicable, maintains the same right and ability to manage and control Borrower as existed prior to the Transfer, Lender shall consent to Transfers of
direct or indirect ownership interests in Borrower held by a Key Principal or Guarantor to, and Transfers of direct or indirect ownership interests, in an entity Key Principal or entity Guarantor to: 

(A)        Immediate Family Members of such Key Principal or
Guarantor; 
 (B)        United States domiciled trusts
established for the benefit of the transferor Key Principal or transferor Guarantor, or Immediate Family Members of the transferor Key Principal or the transferor Guarantor; or 

(C)        partnerships or limited liability companies of which
the partners or members, respectively, are comprised entirely of (i) such Key Principal or Guarantor and Immediate Family Members of such Key Principal or Guarantor or (ii) all Immediate Family Members of such Key Principal or Guarantor.

 If the conditions set forth in this Section 11.03(c) are satisfied, the Transfer Fee shall be waived provided Borrower
shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g). 

(d)        Termination or Revocation of Trust. 

If any of Borrower, Guarantor or Key Principal is a trust, or if a Controlling Interest of Borrower, Guarantor or Key
Principal would be Transferred due to the termination or revocation of a trust, the termination or revocation of such trust is an unpermitted Transfer; provided that the termination or revocation of the trust due to the death of an individual
trustor shall not be considered an unpermitted Transfer so long as: 

  

					
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 (1)        Lender is
notified within thirty (30) days of the death; and 

(2)        such Borrower, Guarantor, Key Principal or other
Person, as applicable, is replaced with an individual or entity acceptable to Lender, in accordance with the provisions of Section 11.03(a) within ninety (90) days of the date of the death causing the termination or revocation. 

If the conditions set forth in this Section 11.03(d) are satisfied, the Transfer Fee shall be waived; provided Borrower shall pay
the Review Fee and out-of-pocket costs set forth in Section 11.030. 

(e)        Death of Key Principal or Guarantor; Controlling Interest Transfer
Due to Death. 
 (1)        If Key Principal or
Guarantor is a natural person, or if a Controlling Interest in Borrower, Guarantor or Key Principal is Transferred as a result of the death of a Person (except in the case of trusts which is addressed in Section 11.03(d)), Borrower must notify
Lender in writing within ninety (90) days in the event of such death. Unless waived in writing by Lender, the deceased shall be replaced by an individual or entity within one hundred eighty (180) days, subject to Borrower’s
satisfaction of the following conditions: 

(A)        Borrower has submitted to Lender all information
required by Lender to make the determination required by this Section 11.03(e); 

(B)        Lender determines that: 

(i)        the proposed new key principal and any other new
guarantor (or Person controlling such key principal or guarantor) fully satisfies all of Lender’s then-applicable key principal or guarantor eligibility, credit, management and other loan underwriting standards (including any standards with
respect to previous relationships between Lender and the proposed new key principal and new guarantor (or Person controlling such key principal or guarantor) and the organization of the new key principal and new guarantor (if applicable));

 (ii)        none of the proposed new key principal
or any new guarantor, or any owners of the proposed new key principal or any new guarantor, is a Prohibited Person; and 
 (iii)        none of the proposed new key principal or any new guarantor (if any of such are entities) shall have an organizational existence termination date that
ends before the Maturity Date; 
 (C)        if
applicable, one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender: 

  

					
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 (i)        an
assumption agreement acceptable to Lender that requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or 

(ii)        a substitute Non-Recourse Guaranty and other
substitute guaranty in a form acceptable to Lender. 

(2)        In the event a replacement Key Principal, Guarantor or
other Person is required by Lender due to the death described in this Section 11.03(e), and such replacement has not occurred within such period, the period for replacement may be extended by Lender to a date not more than one (1) year
from the date of such death; however, Lender may require as a condition to any such extension that: 
 (A)        the then-current Affiliated Property Operator be replaced with a Property Operator reasonably acceptable to Lender (or if a Property Operator has not
been previously engaged, a Property Operator reasonably acceptable to Lender be engaged); or 

(B)        a lockbox or cash management arrangement (with the
property manager) reasonably acceptable to Lender during such extended replacement period be instituted. 
 If the conditions
set forth in this Section 11.03(e) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g). 

(f)        Bankruptcy of Guarantor. 

(1)        Upon the occurrence of any Guarantor Bankruptcy Event,
unless waived in writing by Lender, the applicable Guarantor shall be replaced by an individual or entity within ninety (90) days of such Guarantor Bankruptcy Event, subject to Borrower’s satisfaction of the following conditions:

 (A)        Borrower has submitted to Lender all
information required by Lender to make the determination required by this Section 11.03(f); 
 (B)        Lender determines that: 
 (i)        the proposed new guarantor fully satisfies all of Lender’s then-applicable guarantor eligibility, credit, management and other loan underwriting
standards (including any standards with respect to previous relationships between Lender and the proposed new guarantor and the organization of the new guarantor (if applicable)); 

(ii)        no new guarantor is a Prohibited Person; and


  

					
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 (iii)        no new
guarantor (if any of such are entities) shall have an organizational existence termination date that ends before the Maturity Date; 
 (C)        one or more individuals or entities acceptable to Lender as new guarantors have executed and delivered to Lender: 

(i)        an assumption agreement acceptable to Lender that
requires the new guarantor to assume and perform all obligations of Guarantor under any Guaranty given in connection with the Mortgage Loan; or 

(ii)        a substitute Non-Recourse Guaranty and other
substitute guaranty in a form acceptable to Lender. 

(2)        In the event a replacement Guarantor is required by
Lender due to the Guarantor Bankruptcy Event described in this Section 11.03(f), and such replacement has not occurred within such period, the period for replacement may be extended by Lender in its discretion; however, Lender may require as a
condition to any such extension that: 
 (A)        the
then-current Affiliated Property Operator be replaced with a Property Operator reasonably acceptable to Lender (or if a Property Operator has not been previously engaged, a Property Operator reasonably acceptable to Lender be engaged); or

 (B)        a lockbox or cash management arrangement
(with the property manager) reasonably acceptable to Lender during such extended replacement period be instituted. 
 If the
conditions set forth in this Section 11.03(f) are satisfied, the Transfer Fee shall be waived, provided Borrower shall pay the Review Fee and out-of-pocket costs set forth in Section 11.03(g). 

(g)        Further Conditions to Transfers and Assumption. 

(1)        In connection with any Transfer of the Mortgaged
Property, or an ownership interest in Borrower, Key Principal or Guarantor for which Lender’s approval is required under this Loan Agreement, Lender may, as a condition to any such approval, require: 

(A)        additional collateral, guaranties or other credit
support to mitigate any risks concerning the proposed transferee or the performance or condition of the Mortgaged Property; 
 (B)        amendment of the Loan Documents to delete or modify any specially negotiated terms or provisions previously granted for the exclusive benefit of original
Borrower, Key Principal or Guarantor and to restore the original provisions of the standard Fannie Mae form multifamily loan documents, to the extent such provisions were previously modified; or 

  

					
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 (C)        a
modification to the amounts required to be deposited into the Reserve/Escrow Account pursuant to the terms of Section 13.02(a)(3)(B). 
 (2)        In connection with any request by Borrower for consent to a Transfer, Borrower shall pay to Lender upon demand: 

(A)        the Transfer Fee (to the extent charged by Lender);

 (B)        the Review Fee (regardless of whether
Lender approves or denies such request); 

(C)        all of Lender’s out-of-pocket costs (including
reasonable attorneys’ fees) incurred in reviewing the Transfer request, to the extent such costs exceed the Review Fee and regardless of whether Lender approves or denies such request; and 

(3)        Borrower shall provide written notice to Lender of all
Transfers whether or not such Transfers are permitted under this Loan Agreement or approved by Lender no later than ten (10) days prior to the date of the Transfer, provided that Borrower shall not be required to provide written notice of
Transfers of Residential Leases or of the replacement of Fixtures or Personalty performed pursuant to the terms of the Loan Documents. 
 (h)        Permitted Transfers. 
 Notwithstanding any provision of Section 11.02 to the contrary, the Transfer of shares of common stock in CNL Healthcare Properties, Inc. (the “REIT”) and the issuance by the REIT
of common stock, convertible debt, equity or other similar securities (“Securities”) and the subsequent Transfer of such Securities shall be permitted, provided that, following any such Transfer: i) no one Person owns a beneficial
ownership greater than 10.0% of the REIT, ii) no one Person owns shares of voting Securities in the REIT sufficient to have the power to elect the majority of the directors of the REIT, and iii) the REIT continues to qualify
as a Real Estate Investment Trust pursuant to Sections 856 et seq. of the Internal Revenue Code. 

ARTICLE 12 - IMPOSITIONS 

Section 12.01        Representations and Warranties. 

The representations and warranties made by Borrower to Lender in this Section 12.01 are made as of the Effective
Date, and are true and correct except as disclosed on the Exceptions to Representations and Warranties Schedule. 

  

					
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 (a)    Payment of Taxes, Assessments and Other
Charges. 
 Borrower has: 

(1)        paid (or with the approval of Lender, established an
escrow fund sufficient to pay when due and payable) all amounts and charges relating to the Mortgaged Property that have become due and payable before any fine, penalty interest, lien, or costs may be added thereto, including Impositions, leasehold
payments and ground rents; 
 (2)        paid all Taxes
for the Mortgaged Property that have become due before any fine, penalty interest, lien, or costs may be added thereto pursuant to any notice of assessment received by Borrower and any and all taxes that have become due against Borrower before any
fine, penalty interest, lien, or costs may be added thereto; 

(3)        no knowledge of any basis for any additional
assessments; 
 (4)        no knowledge of any presently
pending special assessments against all or any part of the Mortgaged Property, or any presently pending special assessments against Borrower; and 

(5)        not received any written notice of any contemplated
special assessment against the Mortgaged Property, or any contemplated special assessment against Borrower. 

Section 12.02        Covenants. 

(a)        Imposition Deposits, Taxes, and Other Charges. 

Borrower shall: 

(1)        deposit the Imposition Deposits with Lender on each
Payment Date (or on another day designated in writing by Lender) in amount sufficient, in Lender’s discretion, to enable Lender to pay each Imposition before the last date upon which such payment may be made without any penalty or interest
charge being added, plus an amount equal to no more than one-sixth (1/6) (or the amount permitted by applicable law) of the Impositions for the trailing twelve (12) months (calculated based on the aggregate annual Imposition costs divided
by twelve (12) and multiplied by two (2)); 

(2)        deposit with Lender, within ten (10) days after
written notice from Lender (subject to applicable law), such additional amounts estimated by Lender to be reasonably necessary to cure any deficiency in the amount of the Imposition Deposits held for payment of a specific Imposition; 

(3)        except as set forth in Section 12.03(c) below,
pay, or cause to be paid, all Impositions, leasehold payments, ground rents and Borrower taxes when due and before any fine, penalty interest, lien, or costs may be added thereto; 

  

					
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 (4)        promptly
deliver to Lender a copy of all notices of, and invoices for, Impositions, and, if Borrower pays any Imposition directly, Borrower shall promptly furnish to Lender receipts evidencing such payments; and 

(5)        promptly deliver to Lender a copy of all notices of
any special assessments and contemplated special assessments against the Mortgaged Property or Borrower. 

Section 12.03        Mortgage Loan Administration Matters Regarding Impositions. 

(a)        Maintenance of Records by Lender. 

Lender shall maintain records of the monthly and aggregate Imposition Deposits held by Lender for the purpose of paying
Taxes, insurance premiums and each other obligation of Borrower for which Imposition Deposits are required. 

(b)        Imposition Accounts. 

All Imposition Deposits shall be held in an institution (which may be Lender, if Lender is such an institution) whose
deposits or accounts are insured or guaranteed by a federal agency and which accounts meet the standards for custodial accounts as required by Lender from time to time. Lender shall not be obligated to open additional accounts, or deposit Imposition
Deposits in additional institutions, when the amount of the Imposition Deposits exceeds the maximum amount of the federal deposit insurance or guaranty. No interest, earnings or profits on the Imposition Deposits shall be paid to Borrower unless
applicable law so requires. Imposition Deposits shall not be trust funds, nor shall they operate to reduce the Indebtedness, unless applied by Lender for that purpose in accordance with this Loan Agreement. For the purposes of 9-104(a)(3) of the
UCC, Lender is the owner of the Imposition Deposits and shall be deemed a “customer” with sole control of the account holding the Imposition Deposits. 

(c)        Payment of Impositions; Sufficiency of Imposition Deposits.

 Lender may pay an Imposition according to any bill, statement or estimate from the appropriate public
office or insurance company without inquiring into the accuracy of the bill, statement or estimate or into the validity of the Imposition. Imposition Deposits shall be required to be used by Lender to pay Taxes, insurance premiums and any
other individual Imposition only if: 
 (1)        no
Event of Default exists; 
 (2)        Borrower has
timely delivered to Lender all applicable bills or premium notices that it has received; and 

(3)        sufficient Imposition Deposits are held by Lender for
each Imposition at the time such Imposition becomes due and payable. 

  

					
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 Lender shall have no liability to Borrower for failing to pay any Imposition
if any of the conditions are not satisfied. If at any time the amount of the Imposition Deposits held for payment of a specific Imposition exceeds the amount reasonably deemed necessary by Lender to be held in connection with such Imposition, the
excess may be credited against future installments of Imposition Deposits for such Imposition. 

(d)        Imposition Deposits Upon Event of Default. 

If an Event of Default has occurred and is continuing, Lender may apply any Imposition Deposits, in such amount and in
such order as Lender determines, to pay any Impositions or as a credit against the Indebtedness. 

(e)        Contesting Impositions. 

Other than insurance premiums, Borrower may contest, at its expense, by appropriate legal proceedings, the amount or
validity of any Imposition if: 
 (1)        Borrower
notifies Lender of the commencement or expected commencement of such proceedings; 

(2)        Lender determines that the Mortgaged Property is not
in danger of being sold or forfeited; 

(3)        Borrower deposits with Lender (or the applicable
Governmental Authority if required by applicable law) reserves sufficient to pay the contested Imposition, if required by Lender (or the applicable Governmental Authority); 

(4)        Borrower furnishes whatever additional security is
required in the proceedings or is reasonably requested by Lender; and 

(5)        Borrower commences, and at all times thereafter
diligently prosecutes, such contest in good faith until a final determination is made by the applicable Governmental Authority. 
 (f)        Release to Borrower. 
 Upon payment in full of all sums secured by the Security Instrument and this Loan Agreement and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower the balance of
any Imposition Deposits then on deposit with Lender. 

  

					
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 ARTICLE 13 - REPLACEMENT RESERVE AND REPAIRS 

Section 13.01        Covenants. 

(a)        Initial Deposits to Replacement Reserve Account and Repairs Escrow
Account. 
 On the Effective Date, Borrower shall pay to Lender: 

(1)        the Initial Replacement Reserve Deposit for deposit
into the Replacement Reserve Account; and 

(2)        the Repairs Escrow Deposit for deposit into the
Repairs Escrow Account. 
 (b)        Monthly Replacement Reserve
Deposits. 
 Borrower shall deposit the applicable Monthly Replacement Reserve Deposit into the Replacement
Reserve Account on each Payment Date. 
 (c)        Payment for
Replacements and Repairs. 
 Borrower shall: 

(1)        pay all invoices for the Replacements and Repairs,
regardless of whether funds on deposit in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, are sufficient, prior to any request for disbursement from the Replacement Reserve Account or the Repairs Escrow Account, as
applicable (unless Lender has agreed to issue joint checks in connection with a particular Replacement or Repair); 
 (2)        pay all applicable fees and charges of any Governmental Authority on account of the Replacements and Repairs, as applicable; and 

(3)        provide evidence satisfactory to Lender of completion
of the Replacements and any Required Repairs (within the Completion Period or within such other period or by such other date set forth in the Required Repair Schedule and any Borrower Requested Repairs and Additional Lender Repairs (by the date
specified by Lender for any such Borrower Requested Repairs or Additional Lender Repairs)). 

(d)        Assignment of Contracts for Replacements and Repairs.

 Borrower shall assign to Lender any contract or subcontract for Replacements or Repairs, upon
Lender’s request, on a form of assignment approved by Lender. 

  

					
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 (e)        Indemnification.

 If Lender elects to exercise its rights under Section 14.03 due to Borrower’s failure to timely
commence or complete any Replacements or Repairs, Borrower shall indemnify and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs or expenses, including litigation
costs and reasonable attorneys’ fees, arising from or in any way connected with the performance by Lender of the Replacements or Repairs or investment of the Reserve/Escrow Account Funds; provided that Borrower shall have no indemnity
obligation if such actions, suits, claims, demands, liabilities, losses, damages, obligations and costs or expenses, including litigation costs and reasonable attorneys’ fees, arise as a result of the willful misconduct and gross negligence of
Lender, Lender’s agents, employees or representatives as determined by a court of competent jurisdiction pursuant to a final non-appealable court order. 
 (f)        Amendments to Loan Documents. 
 Subject to Section 5.02, Borrower shall execute and/or deliver to Lender, upon request, an amendment to this Loan Agreement, the Security Instrument, any other Loan Document and/or the original
financing statement necessary or desirable to perfect Lender’s lien upon any portion of the Mortgaged Property for which Reserve/Escrow Account Funds were expended. 

(g)        Administrative Fees and Expenses. 

Borrower shall pay to Lender: 

(1)        by the date specified in the applicable invoice, the
Repairs Escrow Account Administrative Fee and the Replacement Reserve Account Administration Fee for Lender’s services in administering the Repairs Escrow Account and Replacement Reserve Account and investing the funds on deposit in the Repairs
Escrow Account and the Replacement Reserve Account, respectively; 

(2)        upon demand, a reasonable inspection fee, not
exceeding the Maximum Inspection Fee, for each inspection of the Mortgaged Property by Lender in connection with a Repair or Replacement, plus all other reasonable costs and out-of-pocket expenses relating to such inspections; and 

(3)        upon demand, all reasonable fees charged by any
engineer, architect, inspector or other person inspecting the Mortgaged Property on behalf of Lender for each inspection of the Mortgaged Property in connection with a Repair or Replacement, plus all other reasonable costs and out-of-pocket expenses
relating to such inspections. 
 Section 13.02        Mortgage Loan Administration Matters
Regarding Reserves. 
 (a)        Accounts, Deposits, and
Disbursements. 
 (1)        Custodial
Accounts. 
 (A)        The Replacement Reserve
Account shall be an interest-bearing account that meets the standards for custodial accounts as required by Lender from time to time. Lender shall not be responsible for any losses resulting from


  

					
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the investment of the Replacement Reserve Deposits or for obtaining any specific level or percentage of earnings on such investment. All interest earned on the Replacement Reserve Deposits shall
be added to and become part of the Replacement Reserve Account; provided, however, if applicable law requires, and so long as no Event of Default exists under any of the Loan Documents, Lender shall pay to Borrower the interest earned
on the Replacement Reserve Account not less frequently than the Replacement Reserve Account Interest Disbursement Frequency. In no event shall Lender be obligated to disburse funds from the Reserve/Escrow Account if an Event of Default exists.

 (B)        Lender shall not be obligated to deposit
the Repairs Escrow Deposits into an interest-bearing account. 

(2)        Disbursements by Lender Only. 

Only Lender or a designated representative of Lender may make disbursements from the Replacement Reserve
Account and the Repairs Escrow Account. Except as provided in Section 13.02(a)(8), disbursements shall only be made upon Borrower request and after satisfaction of all conditions for disbursement. 

(3)        Adjustment of Deposits. 

(A)        Mortgage Loan Terms Exceeding Ten (10) Years.

 If the Loan Term exceeds ten (10) years, a physical needs assessment shall be ordered
by Lender for the Mortgaged Property at the expense of Borrower (which expense may be paid out of the Replacement Reserve Account if excess funds are available). The physical needs assessment shall be performed no earlier than the
sixth (6th) month and no later than the
ninth (9th) month of the tenth (10th) Loan Year (and of the twentieth (20th) Loan Year if the Loan Term exceeds twenty (20) years). After
review of the physical needs assessment, the amount of the Monthly Replacement Reserve Deposit may be adjusted by Lender for the remaining Loan Term by written notice to Borrower so that the Monthly Replacement Reserve Deposits are sufficient to
fund the Replacements as and when required and/or the amount to be held in the Repairs Escrow Account may be adjusted by Lender so that the Repairs Escrow Deposit is sufficient to fund the Repairs as and when required. 

(B)        Transfers. 

In connection with any Transfer of the Mortgaged Property, or any Transfer of an ownership interest in
Borrower, Guarantor or Key Principal which requires Lender’s consent, Lender may review the amounts on deposit, if any, in the Replacement Reserve Account or the Repairs Escrow Account, the amount of the Monthly Replacement Reserve Deposit and
the likely repairs and replacements required by the Mortgaged Property, and the related contingencies 

  

					
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which may arise during the remaining Loan Term. Based upon that review, Lender may require an additional deposit to the Replacement Reserve Account or the Repairs Escrow Account, or an increase
in the amount of the Monthly Replacement Reserve Deposit as a condition to Lender’s consent to such Transfer. In all events, the transferee shall be required to assume Borrower’s duties and obligations under this Loan Agreement.

 (4)        Insufficient Funds. 

Lender may, upon thirty (30) days prior written notice to Borrower, require an additional deposit(s)
to the Replacement Reserve Account or Repairs Escrow Account, or an increase in the amount of the Monthly Replacement Reserve Deposit, if Lender determines that the amounts on deposit in either the Replacement Reserve Account or the Repairs Escrow
Account are not sufficient to cover the costs for Required Repairs or Required Replacements or, pursuant to the terms of Section 13.02(a)(9), not sufficient to cover the costs for Borrower Requested Repairs, Additional Lender Repairs, Borrower
Requested Replacements or Additional Lender Replacements. Borrower’s agreement to complete the Replacements or Repairs as required by this Loan Agreement shall not be affected by the insufficiency of any balance in the Replacement Reserve
Account or the Repairs Escrow Account, as applicable. 

(5)        Disbursements for Replacements and Repairs. 

(A)        Disbursement requests may only be made after
completion of the applicable Replacements and only to reimburse Borrower for the actual approved costs of the Replacements. Lender shall not disburse from the Replacement Reserve Account the costs of routine maintenance to the Mortgaged Property or
for costs which are to be reimbursed from the Repairs Escrow Account or any similar account. Disbursement from the Replacement Reserve Account shall not be made more frequently than the Maximum Replacement Reserve Disbursement Interval. Other than
in connection with a final request for disbursement, disbursements from the Replacement Reserve Account shall not be less than the Minimum Replacement Reserve Disbursement Amount. 

(B)        Disbursement requests may only be made after
completion of the applicable Repairs and only to reimburse Borrower for the actual cost of the Repairs, up to the Maximum Repair Cost. Lender shall not disburse any amounts which would cause the funds remaining in the Repairs Escrow Account after
any disbursement (other than with respect to the final disbursement) to be less than the Maximum Repair Cost of the then-current estimated cost of completing all remaining Repairs. Lender shall not disburse from the Repairs Escrow Account the costs
of routine maintenance to the Mortgaged Property or for costs which are to be reimbursed from the Replacement Reserve Account or any similar account. Disbursement from the Repairs Escrow Account shall not be made more frequently than the Maximum
Repair Disbursement Interval. Other than in connection with a final request for disbursement, disbursements from the Repairs Escrow Account shall not be less than the Minimum Repairs Disbursement Amount. 

  

					
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 (6)        Disbursement
Requests. 
 Each request by Borrower for disbursement from the Replacement Reserve Account
or the Repairs Escrow Account must be in writing, must specify the Replacement or Repair for which reimbursement is requested (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements and
Additional Lender Repairs, Lender shall have approved the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)), and must: 

(A)        if applicable, specify the quantity and price of the
items or materials purchased, grouped by type or category; 

(B)        if applicable, specify the cost of all contracted
labor or other services involved in the Replacement or Repair for which such request for disbursement is made; 
 (C)        if applicable, include copies of invoices for all items or materials purchased and all contracted labor or services provided; 

(D)        include evidence of payment of such Replacement or
Repair satisfactory to Lender (unless Lender has agreed to issue joint checks in connection with a particular Repair or Replacement as provided in this Loan Agreement); and 

(E)        contain a certification by Borrower that the Repair
or Replacement has been completed lien free and in a good and workmanlike manner, in accordance with any plans and specifications previously approved by Lender (if applicable) and in compliance with all applicable laws, ordinances, rules and
regulations of any Governmental Authority having jurisdiction over the Mortgaged Property, and otherwise in accordance with the provisions of this Loan Agreement. 

(7)        Conditions to Disbursement. 

Lender may require any or all of the following at the expense of Borrower as a condition to disbursement
of funds from the Replacement Reserve Account or the Repairs Escrow Account (provided that for any Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements and Additional Lender Repairs, Lender shall have approved
the use of the Reserve/Escrow Account Funds for such replacements or repairs pursuant to the terms of Section 13.02(a)(9)): 

  

					
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 (A)        an
inspection by Lender of the Mortgaged Property and the applicable Replacement or Repair; 

(B)        an inspection or certificate of completion by an
appropriate independent qualified professional (such as an architect, engineer or property inspector, depending on the nature of the Repair or Replacement) selected by Lender; 

(C)        either: 

(i)        a search of title to the Mortgaged Property effective
to the date of disbursement; or 
 (ii)        a
“date-down” endorsement to Lender’s Title Policy extending the effective date of such policy to the date of disbursement, and showing no Liens other than Permitted Encumbrances (or liens which Borrower is diligently contesting in good
faith that have been bonded off to the satisfaction of Lender); and 
 (D) an acknowledgement
of payment, waiver of claims and release of lien for work performed and materials supplied from each contractor, subcontractor or materialman in accordance with the requirements of applicable law and covering all work performed and materials
supplied (including equipment and fixtures) for the Mortgaged Property by that contractor, subcontractor or materialman through the date covered by the disbursement request (or, in the event that payment to such contractor, subcontractor or
materialman is to be made by a joint check, the release of lien shall be effective through the date covered by the previous disbursement). 
 (8)        Joint Checks for Periodic Disbursements. 
 Lender may issue joint checks, payable to Borrower and the applicable supplier, materialman, mechanic, contractor, subcontractor or other similar party, if: 

(A)        the cost of the Replacement or Repair exceeds the
Replacement Threshold or the Repair Threshold, as applicable, and the contractor performing such Replacement or Repair requires periodic payments pursuant to the terms of the applicable written contract; 

(B)        the contract for such Repair or Replacement requires
payment upon completion of the applicable portion of the work; 

(C)        Borrower makes the disbursement request after
completion of the applicable portion of the work required to be completed under such contract; 

  

					
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 (D)        the
materials for which the request for disbursement has been made are on site at the Mortgaged Property and are properly secured or installed; 
 (E)        Lender determines that the remaining funds in the Replacement Reserve Account designated for such Replacement, or in the Repairs Escrow Account
designated for such Repair, as applicable, are sufficient to complete the Replacement or Repair; 
 (F)        each supplier, materialman, mechanic, contractor, subcontractor or other similar party receiving payments shall have provided, if requested by Lender, a
waiver of liens with respect to amounts which have been previously paid to them; and 

(G)        all other conditions for disbursement have been
satisfied. 
 (9)        Replacements and Repairs
Other than Required Replacements and/or Required Repairs. 

(A)        Borrower Requested Replacements and Borrower Requested Repairs.

 In the event Borrower requests a disbursement from the Replacement Reserve Account or
the Repairs Escrow Account to reimburse Borrower for any Borrower Requested Replacement or Borrower Requested Repair, any related disbursement request must also contain support for why Lender should allow such disbursement. Lender may make
disbursements for Borrower Requested Replacements or Borrower Requested Repairs if Lender determines that: 
 (i)        they are of the type intended to be covered by the Replacement Reserve Account or the Repairs Escrow Account, as applicable; 

(ii)        the costs are reasonable; 

(iii)        the amount of funds in the Replacement Reserve
Account or Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any other
Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional Lender Repairs that have been previously approved by Lender; and 

(iv)        all conditions for disbursement from the Replacement
Reserve Account or Repairs Escrow Account, as applicable, have been satisfied. 

  

					
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 Nothing in this Loan Agreement shall limit Lender’s right to require
an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit in connection with any such Borrower Requested Replacements, or an additional deposit to the Repairs Escrow Account for any such
Borrower Requested Repairs. 
 (B)        Additional
Lender Replacements and Additional Lender Repairs. 
 Lender may require, as set forth in
Section 6.02(b)(3), Section 6.03(c), or otherwise from time to time, upon written notice to Borrower, that Borrower make Additional Lender Replacements or Additional Lender Repairs. Lender may make disbursements from the Replacement
Reserve Account for Additional Lender Replacements or from the Repairs Escrow Account for Additional Lender Repairs, as applicable, if Lender determines that: 

(i)        the costs are reasonable; 

(ii)        the amount of funds in the Replacement Reserve
Account or the Repairs Escrow Account, as applicable, is sufficient to pay such costs and the then-current estimated cost of completing all remaining Required Replacements or Required Repairs (at the Maximum Repair Cost), as applicable, and any
other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements or Additional Lender Repairs that have been previously approved by Lender; and 

(iii)        all conditions for disbursement from the
Replacement Reserve Account or Repairs Escrow Account, as applicable, have been satisfied. 
 Nothing in this
Loan Agreement shall limit Lender’s right to require an additional deposit to the Replacement Reserve Account or an increase to the Monthly Replacement Reserve Deposit for any such Additional Lender Replacements or an additional deposit to the
Repairs Escrow Account for any such Additional Lender Repair. 

(10)        Excess Costs. 

In the event any Replacement or Repair exceeds the approved cost set forth on the Required Replacement
Schedule for Replacements, or the Maximum Repair Cost for Repairs, Borrower may submit a disbursement request to reimburse Borrower for such excess cost. The disbursement request must contain support for why Lender should allow such disbursement.
Lender may make disbursements from the Replacement Reserve Account or the Repairs Escrow Account, as applicable, if: 

  

					
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 (A)        the
excess cost is reasonable; 
 (B)        the amount of
funds in the Replacement Reserve Account or the Repairs Escrow Account, as applicable, is sufficient to pay such excess cost and the then-current estimated cost of completing all remaining Replacements and Repairs at the Maximum Repair Cost; and

 (C)        all conditions for disbursement from the
Replacement Reserve Account or the Repairs Escrow Account have been satisfied. 

(11)        Final Disbursements. 

Upon completion of all Repairs in accordance with this Loan Agreement and so long as no Event of Default
has occurred and is continuing, Lender shall disburse to Borrower any amounts then remaining in the Repairs Escrow Account. Upon payment in full of the Indebtedness and release by Lender of the lien of the Security Instrument, Lender shall disburse
to Borrower any and all amounts then remaining in the Replacement Reserve Account and the Repairs Escrow Account (if not previously released). 
 (b)        Approvals of Contracts; Assignment of Claims. 
 Lender retains the right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the
Replacements or Repairs. Notwithstanding Borrower’s assignment (in the Security Instrument) of its rights and claims against all persons or entities supplying labor or materials in connection with the Replacement or Repairs, Lender will not
pursue any such right or claim unless an Event of Default has occurred and is continuing or as otherwise provided in Section 14.03(c). 
 (c)        Delays and Workmanship. 
 If Lender determines that any work for any Replacement or Repair has not timely commenced, has not been timely performed in a workmanlike manner, or has not been timely completed in a workmanlike manner,
Lender may, without notice to Borrower: 

(1)        withhold disbursements from the Replacement Reserve
Account or Repairs Escrow Account for such unsatisfactory Replacement or Repair, as applicable; 

(2)        proceed under existing contracts or contract with
third parties to make or complete such Replacement or Repair; 

(3)        apply the funds in the Replacement Reserve Account or
Repairs Escrow Account toward the labor and materials necessary to make or complete such Replacement or Repair, as applicable; or 

  

					
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 (4)        exercise
any and all other remedies available to Lender under this Loan Agreement or any other Loan Document, including any remedies otherwise available upon an Event of Default pursuant to the terms of Section 14.02. 

To facilitate Lender’s completion or making of such Replacements or Repairs, Lender shall have the right to enter onto the Mortgaged
Property and perform any and all work and labor necessary to make or complete the Replacements or Repairs and employ watchmen to protect the Mortgaged Property from damage. All funds so expended by Lender shall be deemed to have been advanced to
Borrower, shall be part of the Indebtedness and shall be secured by the Security Instrument and this Loan Agreement. 
 (d)        Appointment of Lender as Attorney-In-Fact. 
 Borrower hereby authorizes and appoints Lender as attorney-in-fact pursuant to Section 14.03(c). 
 (e)        No Lender Obligation. 
 Nothing in this Loan Agreement shall: 

(1)        make Lender responsible for making or completing the
Replacements or Repairs; 
 (2)        require Lender to
expend funds, whether from the Replacement Reserve Account, the Repairs Escrow Account or otherwise, to make or complete any Replacement or Repair; 

(3)        obligate Lender to proceed with the Replacements or
Repairs; or 
 (4)        obligate Lender to demand from
Borrower additional sums to make or complete any Replacement or Repair. 

(f)        No Lender Warranty. 

Lender’s approval of any plans for any Replacement or Repair, release of funds from the Replacement Reserve Account
or Repairs Escrow Account, inspection of the Mortgaged Property by Lender or its agents, representatives or designees, or other acknowledgment of completion of any Replacement or Repair in a manner satisfactory to Lender shall not be deemed an
acknowledgment or warranty to any person that the Replacement or Repair has been completed in accordance with applicable building, zoning or other codes, ordinances, statutes, laws, regulations or requirements of any governmental agency, such
responsibility being at all times exclusively that of Borrower. 

  

					
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 ARTICLE 14 - DEFAULTS/REMEDIES 

Section 14.01        Events of Default. 

The occurrence of any one or more of the following in this Section 14.01 shall constitute an Event of Default under
this Loan Agreement. 
 (a)        Automatic Events of Default.

 The following shall constitute automatic Events of Default: 

(1)        any failure by Borrower to pay or deposit when due any
amount required by the Note, this Loan Agreement or any other Loan Document; 

(2)        any failure by Borrower to maintain the insurance
coverage required by any Loan Document; 

(3)        any failure by Borrower to comply with the provisions
of Section 4.02(d) relating to its single asset status; 

(4)        any warranty, representation, certificate or statement
of Borrower, Guarantor or Key Principal in this Loan Agreement or any of the other Loan Documents shall be false, inaccurate or misleading in any material respect when made; 

(5)        fraud, gross negligence, willful misconduct or
material misrepresentation or material omission by or on behalf of Borrower, or any of its officers, directors, trustees, partners, members or managers, or any Guarantor or Key Principal or any of their officers, directors, trustees, partners,
members or managers in connection with: 

(A)        the application for, or creation of, the
Indebtedness; 
 (B)        any financial statement,
rent roll or other report or information provided to Lender during the term of the Mortgage Loan; or 
 (C)        any request for Lender’s consent to any proposed action, including a request for disbursement of Reserve/Escrow Account Funds or Collateral Account
Funds; 
 (6)        the occurrence of any Transfer not
permitted by the Loan Documents; 
 (7)        the
occurrence of a Bankruptcy Event; 
 (8)        the
commencement of a forfeiture action or proceeding, whether civil or criminal, which, in Lender’s reasonable judgment, could result in a forfeiture of the Mortgaged Property or otherwise materially impair the lien created by this Loan Agreement
or the Security Instrument or Lender’s interest in the Mortgaged Property; 

  

					
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 (9)        if
Borrower, Guarantor or Key Principal is a trust, or if a Controlling Interest of Borrower, Guarantor or Key Principal is Transferred due to the termination or revocation of a trust, the termination or revocation of such trust, except as set forth in
Section 11.03(d); 
 (10)        any failure by
Borrower to complete any Repair related to fire, life or safety issues in accordance with the terms of this Loan Agreement within the Completion Period (or such other date set forth on the Required Repair Schedule or otherwise required by Lender in
writing for such Repair); 
 (11)        any exercise by
the holder of any other debt instrument secured by a mortgage, deed of trust or deed to secure debt on the Mortgaged Property of a right to declare all amounts due under that debt instrument immediately due and payable; 

(12)        any failure by Borrower or any Property Operator to
comply with the use and licensing requirements for a Seniors Housing Facility set forth in any Loan Document or as required by any applicable law; 

(13)        a Transfer or change in the holder of the Licenses
authorizing the Mortgaged Property to operate as a Seniors Housing Facility; 

(14)        a Transfer of Borrower’s or any Property
Operator’s respective interest(s) in any Facility Operating Agreement; 

(15)        a Transfer or termination of any Facility Operating
Agreement; 
 (16)        any loss by Borrower or any
Property Operator of any License or other legal authority necessary to operate the Mortgaged Property as a Seniors Housing Facility, or any failure by Borrower or any Property Operator to comply strictly with any consent order or decree or to
correct, within the time deadlines set by any federal, state or local licensing agency, any deficiency where such failure results, or under applicable laws and regulations, is reasonably likely to result, in an action by such agency with respect to
the Mortgaged Property that may have a material adverse effect on the income and operations of the Mortgaged Property or Borrower’s interest in the Mortgaged Property, including, without limitation, a termination, revocation or suspension of
any applicable Licenses necessary for the operation of the Mortgaged Property as a Seniors Housing Facility; 
 (17)        if Borrower or any Property Operator: 
 (A)        ceases to operate the Mortgaged Property as a Seniors Housing Facility or takes any action or permits to exist any condition that causes the Mortgaged
Property to no longer be classified as housing for older persons pursuant to the Fair Housing Amendments Act of 1988 and the Housing for Older Persons Act of 1995; 

  

					
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 (B)        ceases
to provide such kitchens, separate bathrooms, and areas for eating, sitting and sleeping in each independent living or assisted living unit or at a minimum, central bathing and dining facilities for Alzheimer’s/dementia care, as are provided as
of the Effective Date; 
 (C)        ceases to provide
other facilities and services normally associated with independent living or assisted living units including (i) central dining services providing up to three (3) meals per day, (ii) periodic housekeeping, (iii) laundry services,
(iv) customary transportation services, and (v) social activities; 

(D)        provides or contracts for skilled nursing care for
any of the units; 
 (E)        leases or holds
available for lease to commercial tenants non-residential space (i.e., space other than the units, dining areas, activity rooms, lobby, parlors, kitchen, mailroom, marketing/management offices) exceeding ten percent (10%) of the net rental
area; or 
 (18)        a default which continues beyond
any applicable cure period under any Facility Operating Agreement; provided that a default by Property Operator under any Facility Operating Agreement which would not otherwise constitute a default under this Section 14.01 shall not be an Event
of Default under this Agreement provided that Borrower and Property Operator present a written plan of action to Lender (setting forth how to cure or otherwise address such default), within seven (7) Business Days of Borrower or Property
Operator having actual knowledge of such default occurring and Lender approves such plan of action (or a modified plan of action) within twenty-five (25) days of the presentation to it of a plan or such default is otherwise cured prior to
Lender responding to such plan. Upon rejection of the plan of action by Lender or the expiration of the twenty-five (25) day review period, such default will become an Event of Default; and 

(19)        a default under any SASA. 

(b)        Events of Default Subject to a Specified Cure Period.

 The following shall constitute an Event of Default subject to the cure period set forth in the Loan
Documents: 
 (1)        if Key Principal or Guarantor
is a natural person, the death of such individual, unless requirements of Section 11.03(e) are met; 
 (2)        the occurrence of a Guarantor Bankruptcy Event, unless requirements of Section 11.03(f) are met; 

(3)        any failure by Borrower, Key Principal or Guarantor to
comply with the provisions of Section 5.02(b) and Section 5.02(c); and 

  

					
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 (4)        any
failure by Borrower to perform any obligation under this Loan Agreement or any Loan Document that is subject to a specified written notice and cure period, which failure continues beyond such specified written notice and cure period as set forth
herein or in the applicable Loan Document. 
 (c)        Events of
Default Subject to Extended Cure Period. 
 The following shall constitute an Event of Default if the
existence of such condition or event, or such failure to perform or default in performance continues for a period of thirty (30) days after written notice by Lender to Borrower of the existence of such condition or event, or of such
failure to perform or default in performance, provided, however, such period may be extended for up to an additional thirty (30) days if Borrower, in the discretion of Lender, is diligently pursuing a cure of such; provided, further,
however, no such written notice, grace period or extension shall apply if, in Lender’s discretion, immediate exercise by Lender of a right or remedy under this Loan Agreement or any Loan Document is required to avoid harm to Lender or
impairment of the Mortgage Loan (including the Loan Documents), the Mortgaged Property or any other security given for the Mortgage Loan: 
 (1)        any failure by Borrower to perform any of its obligations under this Loan Agreement or any Loan Document (other than those specified in
Section 14.01(a) or Section 14.01(b) above) as and when required. 

Section 14.02        Remedies. 

(a)        Acceleration; Foreclosure. 

If an Event of Default has occurred and is continuing, the entire unpaid principal balance of the Mortgage Loan, any
Accrued Interest, interest accruing at the Default Rate, the Prepayment Premium (if applicable), and all other Indebtedness shall at once become due and payable, at the option of Lender, without any prior written notice to Borrower, unless
applicable law requires otherwise (and in such case, after any required written notice has been given). Lender may exercise this option to accelerate regardless of any prior forbearance. In addition, Lender shall have all rights and remedies
afforded to it hereunder and under the other Loan Documents, including, foreclosure on and/or the power of sale of the Mortgaged Property, as provided in the Security Instrument, and any rights and remedies available to it at law or in equity
(subject to Borrower’s statutory rights of reinstatement, if any, prior to a Foreclosure Event). Any proceeds of a foreclosure or other sale under this Loan Agreement or any other Loan Document may be held and applied by Lender as additional
collateral for the Indebtedness pursuant to this Loan Agreement. Notwithstanding the foregoing, the occurrence of any Bankruptcy Event shall automatically accelerate the Mortgage Loan and all obligations and Indebtedness shall be immediately due and
payable without written notice or further action by Lender. 

  

					
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 (b)        Loss of Right to
Receive Replacement Reserve Disbursements and Repairs Disbursements. 
 If an Event of Default has occurred
and is continuing, Borrower shall immediately lose all of its rights to receive disbursements from the Reserve/Escrow Accounts and any Collateral Accounts. During the continuance of any such Event of Default, Lender may use the Reserve/Escrow
Account Funds and any Collateral Account Funds (or any portion thereof) for any purpose, including: 
 (1)        repayment of the Indebtedness, including principal prepayments and the Prepayment Premium applicable to such full or partial prepayment, as applicable
(however, such application of funds shall not cure or be deemed to cure any Event of Default); 

(2)        reimbursement of Lender for all losses and expenses
(including reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; 
 (3)        completion of the Replacement or Repair or for any other replacement or repair to the Mortgaged Property; and 

(4)        payment of any amount expended in exercising (and the
exercise of) all rights and remedies available to Lender at law or in equity or under this Loan Agreement or under any of the other Loan Documents. 
 Nothing in this Loan Agreement shall obligate Lender to apply all or any portion of the Reserve/Escrow Account Funds or Collateral Account Funds on account of any Event of Default by Borrower or to
repayment of the Indebtedness or in any specific order of priority. 

(c)        Remedies Cumulative. 

Each right and remedy provided in this Loan Agreement is distinct from all other rights or remedies under this Loan
Agreement or any other Loan Document or afforded by applicable law, and each shall be cumulative and may be exercised concurrently, independently or successively, in any order. Lender shall not be required to demonstrate any actual impairment of its
security or any increased risk of additional default by Borrower in order to exercise any of its remedies with respect to an Event of Default. 
 (d)        Operations upon Event of Default; Lockbox Account. 

(1)        If an Event of Default has occurred and is continuing,
and at the option of Lender, Borrower shall or shall cause each Property Operator to continue to provide all necessary services required under each Facility Operating Agreement or applicable licensing or regulatory requirements to operate and manage
the Mortgaged Property and shall fully cooperate with Lender and any receiver as may be appointed by a court, in performing these services and agrees to arrange for an orderly transition to a replacement property operator or provider of the
necessary services, and to execute promptly all 

  

					
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applications, assignments, consents and documents requested by Lender to facilitate such transition. Lender may, if an Event of Default has occurred and is continuing, cause the removal of
Borrower or any Property Operator (as applicable) from any Mortgaged Property operations. Until such time as Lender has located a replacement property operator, Borrower or the acting Property Operator shall continue to provide all required services
to maintain the Mortgaged Property in full compliance with all licensing and regulatory requirements as a Seniors Housing Facility. Borrower acknowledges that its failure to perform or to cause the performance of this service shall constitute a form
of waste of the Mortgaged Property, causing irreparable harm to Lender and the Mortgaged Property, and shall constitute sufficient cause for the appointment of a receiver. 

(2)        In addition to the remedies set forth herein and
elsewhere in the Loan Documents, upon an Event of Default, Lender shall be entitled to mandate the use of a lockbox bank account or other depositary account, to be maintained under the control and supervision of Lender, for all income of the
Mortgaged Property, including Rents, service charges, insurance payments and Third Party Payments. 

Section 14.03        Additional Lender Rights; Forbearance. 

(a)        No Effect Upon Obligations. 

Lender may, but shall not be obligated to, agree with Borrower, from time to time, and without giving notice to, or
obtaining the consent of, or having any effect upon the obligations of, any Guarantor, Key Principal or other third party obligor, to take any of the following actions: 

(1)        the time for payment of the principal of or interest
on the Indebtedness may be extended or the Indebtedness may be renewed in whole or in part; 

(2)        the rate of interest on or period of amortization of
the Mortgage Loan or the amount of the Monthly Debt Service Payments payable under the Loan Documents may be modified; 
 (3)        the time for Borrower’s performance of or compliance with any covenant or agreement contained in any Loan Document, whether presently existing or
hereinafter entered into, may be extended or such performance or compliance may be waived; 

(4)        the maturity of the Indebtedness may be accelerated as
provided in the Loan Documents; 
 (5)        any or all
payments due under this Loan Agreement or any other Loan Document may be reduced; 

(6)        any Loan Document may be modified or amended by Lender
and Borrower in any respect, including an increase in the principal amount of the Mortgage Loan; 

  

					
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 (7)        any
amounts under this Loan Agreement or any other Loan Document may be released; 

(8)        any security for the Indebtedness may be modified,
exchanged, released, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Indebtedness; 
 (9)        the payment of the Indebtedness or any security for the Indebtedness, or both, may be subordinated to the right to payment or the security, or both, of
any other present or future creditor of Borrower; 

(10)        any payments made by Borrower to Lender may be
applied to the Indebtedness in such priority as Lender may determine in its discretion; or 

(11)        any other terms of the Loan Documents may be
modified. 
 (b)        No Waiver of Rights or Remedies.

 Any waiver of an Event of Default or forbearance by Lender in exercising any right or remedy under this
Loan Agreement or any other Loan Document or otherwise afforded by applicable law, shall not be a waiver of any other Event of Default or preclude the exercise or failure to exercise of any other right or remedy. The acceptance by Lender of payment
of all or any part of the Indebtedness after the due date of such payment, or in an amount which is less than the required payment, shall not be a waiver of Lender’s right to require prompt payment when due of all other payments on account of
the Indebtedness or to exercise any remedies for any failure to make prompt payment. Enforcement by Lender of any security for the Indebtedness shall not constitute an election by Lender of remedies so as to preclude the exercise or failure to
exercise of any other right available to Lender. Lender’s receipt of any condemnation awards or insurance proceeds shall not operate to cure or waive any Event of Default. 

(c)        Appointment of Lender as Attorney-in-Fact. 

Borrower hereby irrevocably makes, constitutes and appoints Lender (and any officer of Lender or any Person designated by
Lender for that purpose) as Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in Borrower’s name, place and stead, with full power of substitution, to: 

(1)        use any of the funds in the Replacement Reserve
Account or Repairs Escrow Account for the purpose of making or completing the Replacements or Repairs; 
 (2)        make such additions, changes and corrections to the Replacements or Repairs as shall be necessary or desirable to complete the Replacements or Repairs;

 (3)        employ such contractors, subcontractors,
agents, architects and inspectors as shall be required for such purposes; 

  

					
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(4)         pay, settle or compromise all bills and claims
for materials and work performed in connection with the Replacements or Repairs, or as may be necessary or desirable for the completion of the Replacements or Repairs, or for clearance of title; 

(5)         adjust and compromise any claims under any and
all policies of insurance required pursuant to this Loan Agreement and any other Loan Document, subject only to Borrower’s rights under this Loan Agreement; 

(6)         appear in and prosecute any action arising from
any insurance policies; 
 (7)         collect and
receive the proceeds of insurance, and to deduct from such proceeds Lender’s expenses incurred in the collection of such proceeds; 
 (8)         commence, appear in and prosecute, in Lender’s or Borrower’s name, any action or proceeding relating to any condemnation; 

(9)         settle or compromise any claim in connection
with any condemnation; 
 (10)        execute all
applications and certificates in the name of Borrower which may be required by any of the contract documents; 
 (11)        prosecute and defend all actions or proceedings in connection with the Mortgaged Property or the rehabilitation and repair of the Mortgaged Property;

 (12)        take such actions as are permitted in
this Loan Agreement and any other Loan Documents; 

(13)        execute such financing statements and other documents
and to do such other acts as Lender may require to perfect and preserve Lender’s security interest in, and to enforce such interests in, the collateral; and 

(14)        carry out any remedy provided for in this Loan
Agreement and any other Loan Documents, including endorsing Borrower’s name to checks, drafts, instruments and other items of payment and proceeds of the collateral, executing change of address forms with the postmaster of the United States
Post Office serving the address of Borrower, changing the address of Borrower to that of Lender, opening all envelopes addressed to Borrower and applying any payments contained therein to the Indebtedness. 

Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an
interest and are irrevocable and shall not be affected by the disability or incompetence of Borrower. Borrower specifically acknowledges and agrees that this power of attorney granted to Lender may be assigned by Lender to Lender’s successors
or assigns as holder of the Note (and the Mortgage Loan). However, the foregoing shall not require Lender to incur any expense or take any action. Borrower hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by
virtue of any provision of this Loan Agreement and any other Loan Documents. 

  

					
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 (d)        Borrower Waivers.

 If more than one Person signs this Loan Agreement as Borrower, each Borrower, with respect to any other
Borrower, hereby agrees that Lender, in its discretion, may: 

(1)        bring suit against Borrower, or any one or more of
Borrower, jointly and severally, or against any one or more of them; 

(2)        compromise or settle with any one or more of the
persons constituting Borrower, for such consideration as Lender may deem proper; 

(3)        release one or more of the persons constituting
Borrower, from liability; or 
 (4)        otherwise
deal with Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from any Borrower the full amount of the Indebtedness. 
 Section 14.04        Waiver of Marshaling. 
 Notwithstanding the existence of any other security interests in the Mortgaged Property held by Lender or by any other party, Lender shall have the right to determine the order in which any or all of the
Mortgaged Property shall be subjected to the remedies provided in this Loan Agreement, any other Loan Document or applicable law. Lender shall have the right to determine the order in which all or any part of the Indebtedness is satisfied from the
proceeds realized upon the exercise of such remedies. Borrower and any party who now or in the future acquires a security interest in the Mortgaged Property and who has actual or constructive notice of this Loan Agreement waives any and all right to
require the marshaling of assets or to require that any of the Mortgaged Property be sold in the inverse order of alienation or that any of the Mortgaged Property be sold in parcels or as an entirety in connection with the exercise of any of the
remedies permitted by applicable law or provided in this Loan Agreement or any other Loan Documents. 
 ARTICLE 15 -
MISCELLANEOUS 
 Section 15.01        Governing Law; Consent to Jurisdiction and Venue.

 (a)        Governing Law. 

This Loan Agreement and any other Loan Document which does not itself expressly identify the law that is to apply to it,
shall be governed by the laws of the Property Jurisdiction without regard to the application of choice of law principles. 
 (b)        Venue. 

Any controversy arising under or in relation to this Loan Agreement or any other Loan Document shall be litigated
exclusively in the Property Jurisdiction without regard to conflicts of 

  

					
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laws principles. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in
relation to this Loan Agreement or any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile,
habitual residence or otherwise. 
 Section 15.02        Notice. 

(a)        Process of Serving Notice. 

Except as otherwise set forth herein or in any other Loan Document, all notices under this Loan Agreement and any other
Loan Document shall be: 
 (1)        in writing and
shall be: 
 (A)        delivered, in person;

 (B)        mailed, postage prepaid, either by
registered or certified delivery, return receipt requested; 

(C)        sent by overnight courier; or 

(D)        sent by electronic mail with originals to follow by
overnight courier; 
 (2)        addressed to the
intended recipient at Borrower’s Notice Address and Lender’s Notice Address, as applicable; and 
 (3)        deemed given on the earlier to occur of: 
 (A)        the date when the notice is received by the addressee; or 

(B)        if the recipient refuses or rejects delivery, the
date on which the notice is so refused or rejected, as conclusively established by the records of the United States Postal Service or such express courier service. 

(b)        Change of Address. 

Any party to this Loan Agreement may change the address to which notices intended for it are to be directed by means of
notice given to the other parties identified on the Summary of Loan Terms in accordance with this Section 15.02. 
 (c)        Default Method of Notice. 
 Any required notice under this Loan Agreement or any other Loan Document which does not specify how notices are to be given shall be given in accordance with this Section 15.02. 

  

					
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 (d)        Receipt of Notices.

 Neither Borrower nor Lender shall refuse or reject delivery of any notice given in accordance with this
Loan Agreement. Each party is required to acknowledge, in writing, the receipt of any notice upon request by the other party. 

Section 15.03        Successors and Assigns Bound; Sale of Mortgage Loan. 

(a)        Binding Agreement. 

This Loan Agreement shall bind, and the rights granted by this Loan Agreement shall inure to, the successors and assigns
of Lender and the permitted successors and assigns of Borrower. However, a Transfer not permitted by this Loan Agreement shall be an Event of Default and shall be void ab initio. 

(b)        Sale of Mortgage Loan; Change of Servicer. 

Nothing in this Loan Agreement shall limit Lender’s (including its successors and assigns) right to sell or transfer
the Mortgage Loan or any interest in the Mortgage Loan. The Mortgage Loan or a partial interest in the Mortgage Loan (together with this Loan Agreement and the other Loan Documents) may be sold one (1) or more times without prior written notice
to Borrower. A sale may result in a change of the Loan Servicer. 

Section 15.04        Counterparts. 

This Loan Agreement may be executed in any number of counterparts with the same effect as if the parties hereto had
signed the same document and all such counterparts shall be construed together and shall constitute one (1) instrument. 

Section 15.05        Joint and Several (or Solidary) Liability. 

If more than one Person signs this Loan Agreement as Borrower, the obligations of such Persons shall be joint and several
(solidary instead for purposes of Louisiana law). 
 Section 15.06        Relationship of
Parties; No Third Party Beneficiary. 
 (a)        Solely
Creditor and Debtor. 
 The relationship between Lender and Borrower shall be solely that of creditor and
debtor, respectively, and nothing contained in this Loan Agreement shall create any other relationship between Lender and Borrower. Nothing contained in this Loan Agreement shall constitute Lender as a joint venturer, partner or agent of Borrower,
or render Lender liable for any debts, obligations, acts, omissions, representations or contracts of Borrower. 

  

					
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 (b)        No Third Party
Beneficiaries. 
 No creditor of any party to this Loan Agreement and no other person shall be a third party
beneficiary of this Loan Agreement or any other Loan Document or any account created or contemplated under this Loan Agreement or any other Loan Document. Nothing contained in this Loan Agreement shall be deemed or construed to create an obligation
on the part of Lender to any third party nor shall any third party have a right to enforce against Lender any right that Borrower may have under this Loan Agreement. Without limiting the foregoing: 

(1)        any Servicing Arrangement between Lender and any Loan
Servicer shall constitute a contractual obligation of such Loan Servicer that is independent of the obligation of Borrower for the payment of the Indebtedness; 

(2)        Borrower shall not be a third party beneficiary of any
Servicing Arrangement; and 
 (3)        no payment by
the Loan Servicer under any Servicing Arrangement will reduce the amount of the Indebtedness. 

Section 15.07        Severability; Entire Agreement; Amendments. 

The invalidity or unenforceability of any provision of this Loan Agreement or any other Loan Document shall not affect
the validity or enforceability of any other provision of this Loan Agreement or of any other Loan Document, all of which shall remain in full force and effect, including the Guaranty. This Loan Agreement contains the complete and entire agreement
among the parties as to the matters covered, rights granted and the obligations assumed in this Loan Agreement. This Loan Agreement may not be amended or modified except by written agreement signed by the parties hereto. 

Section 15.08        Construction. 

(a)        The captions and headings of the sections of this Loan Agreement and
the Loan Documents are for convenience only and shall be disregarded in construing this Loan Agreement and the Loan Documents. 
 (b)        Any reference in this Loan Agreement to an “Exhibit” or “Schedule” or a “Section” or an “Article” shall, unless
otherwise explicitly provided, be construed as referring, respectively, to an exhibit or schedule attached to this Loan Agreement or to a Section or Article of this Loan Agreement. 

(c)        Any reference in this Loan Agreement to a statute or regulation shall
be construed as referring to that statute or regulation as amended from time to time. 

(d)        Use of the singular in this Loan Agreement includes the plural and use
of the plural includes the singular. 

  

					
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 (e)        As used in this Loan
Agreement, the term “including” means “including, but not limited to” or “including, without limitation,” and is for example only and not a limitation. 

(f)        Whenever Borrower’s knowledge is implicated in this Loan
Agreement or the phrase “to Borrower’s knowledge” or a similar phrase is used in this Loan Agreement, Borrower’s knowledge or such phrase(s) shall be interpreted to mean to the best of Borrower’s knowledge after reasonable
and diligent inquiry and investigation. 
 (g)        Unless otherwise
provided in this Loan Agreement, if Lender’s approval, designation, determination, selection, estimate, action or decision is required, permitted or contemplated hereunder, such approval, designation, determination, selection, estimate, action
or decision shall be made in Lender’s sole and absolute discretion. 

(h)        All references in this Loan Agreement to a separate instrument or
agreement shall include such instrument or agreement as the same may be amended or supplemented from time to time pursuant to the applicable provisions thereof. 

(i)        “Lender may” shall mean at Lender’s discretion, but
shall not be an obligation. 
 (j)        Any act or action required to
be performed by Borrower with respect to the management or operation of the Mortgaged Property, including any licensing or insurance requirements, under this Loan Agreement shall be interpreted as requiring Borrower either to perform such act or
action directly or to cause a Property Operator or other appropriate agent to perform such act or action. Any act or action that Borrower is prohibited from performing with respect to the management or operation of the Mortgaged Property, including
any licensing or insurance requirements, under this Loan Agreement shall be interpreted as prohibiting Borrower from performing such act or action and prohibiting Property Operator or other appropriate agent from performing such act or action.

 (k)        Any references in this Loan Agreement to a Senior Housing
Facility shall refer to the Mortgaged Property identified on the Summary of Loan Terms including its property type and licensing designation. 

Section 15.09        Mortgage Loan Servicing. 

All actions regarding the servicing of the Mortgage Loan, including the collection of payments, the giving and receipt of
notice, inspections of the Mortgaged Property, inspections of books and records, and the granting of consents and approvals, may be taken by the Loan Servicer unless Borrower receives notice to the contrary. If Borrower receives conflicting notices
regarding the identity of the Loan Servicer or any other subject, any such notice from Lender shall govern. The Loan Servicer may change from time to time (whether related or unrelated to a sale of the Mortgage Loan). If there is a change of the
Loan Servicer, Borrower will be given notice of the change. 

  

					
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 Section 15.10         Disclosure of Information.

 Lender may furnish information regarding Borrower, Key Principal or Guarantor or the Mortgaged Property
to third parties with an existing or prospective interest in the servicing, enforcement, evaluation, performance, purchase or securitization of the Mortgage Loan, including trustees, master servicers, special servicers, rating agencies and
organizations maintaining databases on the underwriting and performance of multifamily mortgage loans. Borrower irrevocably waives any and all rights it may have under applicable law to prohibit such disclosure, including any right of privacy.

 Section 15.11        Waiver; Conflict. 

No specific waiver of any of the terms of this Loan Agreement shall be considered as a general waiver. If any provision
of this Loan Agreement is in conflict with any provision of any other Loan Document, the provision contained in this Loan Agreement shall control. 
 Section 15.12        [Intentionally Deleted.] 

Section 15.13        Subrogation. 

If, and to the extent that, the proceeds of the Mortgage Loan are used to pay, satisfy or discharge any obligation of
Borrower for the payment of money that is secured by a pre-existing mortgage, deed of trust or other lien encumbering the Mortgaged Property, such Mortgage Loan proceeds shall be deemed to have been advanced by Lender at Borrower’s request, and
Lender shall automatically, and without further action on its part, be subrogated to the rights, including lien priority, of the owner or holder of the obligation secured by such prior lien, whether or not such prior lien is released. 

Section 15.14        Counting of Days. 

Except where otherwise specifically provided, any reference in this Loan Agreement to a period of “days” means
calendar days, not Business Days. If the date on which Borrower is required to perform an obligation under this Loan Agreement is not a Business Day, Borrower shall be required to perform such obligation by the Business Day immediately preceding
such date; provided, however, in respect of any Payment Date, or if the Maturity Date is other than a Business Day, Borrower shall be obligated to make such payment by the Business Day immediately following such date. 

Section 15.15        Revival and Reinstatement of Indebtedness. 

If the payment of all or any part of the Indebtedness by Borrower, any Guarantor or any other Person or the transfer to
Lender of any collateral or other property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Insolvency Laws relating to a Voidable
Transfer, and if Lender is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the advice of its counsel, then the amount of such Voidable Transfer or the


  

					
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amount of such Voidable Transfer that Lender is required or elects to repay or restore, including all reasonable costs, expenses and attorneys’ fees incurred by Lender in connection
therewith, and the Indebtedness shall automatically shall be revived, reinstated and restored by such amount and shall exist as though such Voidable Transfer had never been made. 
 Section 15.16        Time is of the Essence. 
 Borrower agrees that, with respect to each and every obligation and covenant contained in this Loan Agreement and the other Loan Documents, time is of the essence. 

Section 15.17        Final Agreement. 

THIS LOAN AGREEMENT ALONG WITH ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior or contemporaneous agreements,
understandings, representations and statements, oral or written, are merged into this Loan Agreement and the other Loan Documents. This Loan Agreement, the other Loan Documents and any of their provisions may not be waived, modified, amended,
discharged or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in that agreement.

 Section 15.18        WAIVER OF TRIAL BY JURY. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND LENDER (A) COVENANTS AND AGREES NOT TO ELECT
A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES AS BORROWER AND LENDER, THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

 [Remainder of Page Intentionally Blank] 

  

					
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 IN WITNESS WHEREOF, Borrower and Lender have signed and delivered
this Loan Agreement under seal (where applicable) or have caused this Loan Agreement to be signed and delivered under seal (where applicable) by their duly authorized representatives. Where applicable law so provides, Borrower and Lender intend that
this Loan Agreement shall be deemed to be signed and delivered as a sealed instrument. 
  

			
	BORROWER:
	
	 CHT DECATUR IL SENIOR LIVING, LLC, a Delaware
 limited liability company

		
	By:	 	/s/ Joshua J. Taube
	Name:	 	Joshua J. Taube
	Title:	 	Vice President



  

					
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	LENDER:
	
	 KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
 an Ohio corporation

		
	By:	 	/s/ Crystal L. Williams 
	Name:	 	Crystal L. Williams
	Title:	 	Vice President



  

					
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 SCHEDULE 1 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 Definitions Schedule

 (Interest Rate Type – Fixed Rate) 
 (Seniors Housing) 
 Capitalized terms used in the Loan
Agreement have the meanings given to such terms in this Definitions Schedule. 
 “Accounts” has the meaning set forth in
the Security Instrument. 
 “Accrued Interest” means unpaid interest, if any, on the Mortgage Loan that
has not been added to the unpaid principal balance of the Mortgage Loan pursuant to Section 2.02(b) (Capitalization of Accrued But Unpaid Interest) of the Loan Agreement. 
 “Additional Lender Repairs” means repairs of the type listed on the Required Repair Schedule but not otherwise identified thereon that are determined advisable by Lender to keep the
Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property. 
 “Additional Lender Replacements” means replacements of the type listed on the Required Replacement Schedule but not otherwise identified thereon that are determined advisable by Lender to
keep the Mortgaged Property in good order and repair (ordinary wear and tear excepted) and in good marketable condition or to prevent deterioration of the Mortgaged Property. 
 “Affiliated Property Operator” means any Property Operator that is a Borrower Affiliate. 
 “Amortization Period” has the meaning set forth in the Summary of Loan Terms. 
 “Amortization Type” has the meaning set forth in the Summary of Loan Terms. 
 “Bank Secrecy Act” means the Bank Secrecy Act of 1970, as amended (e.g., 31 U.S.C. Sections 5311-5330). 
 “Bankruptcy Event” means any one or more of the following: 
 (a)        the commencement, filing or continuation of a voluntary case or proceeding under one or more of the Insolvency Laws by Borrower; 

(b)        the acknowledgment in writing by Borrower (other than to Lender in
connection with a workout) that it is unable to pay its debts generally as they mature; 

(c)        the making of a general assignment for the benefit of creditors by
Borrower; 

  

					
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Fixed Rate) (Seniors Housing)
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 (d)        the commencement, filing
or continuation of an involuntary case or proceeding under one or more Insolvency Laws against Borrower; or 

(e)        the appointment of a receiver (other than a receiver appointed at the
direction or request of Lender under the terms of the Loan Documents), liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Borrower or any substantial part of the assets of Borrower; 

provided, however, that any proceeding or case under (d) or (e) above shall not be a Bankruptcy Event until the
ninetieth (90th) day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, Principal or any Borrower Affiliate (in
which event such case or proceeding shall be a Bankruptcy Event immediately). 
 “Borrower” means, individually
(and jointly and severally (solidarily instead for purposes of Louisiana law) if more than one), the entity (or entities) identified as “Borrower” in the first paragraph of the Loan Agreement. 

“Borrower Affiliate” means, as to Borrower, Guarantor or Key Principal or Affiliated Property Operator: 

(a)        any entity that directly or indirectly owns, controls or holds with
power to vote, twenty percent (20%) or more of the outstanding voting securities of Borrower, Guarantor or Key Principal or Affiliated Property Operator; 
 (b)        any entity in which Borrower, Guarantor or Key Principal or Affiliated Property Operator directly or indirectly owns, controls or holds with the power to
vote, twenty percent (20%) or more of the outstanding voting securities of such entity; 

(c)        any entity controlled by or under common control with, or which
controls Borrower, Guarantor or Key Principal or Affiliated Property Operator (the term “control” for these purposes means the ability, whether by the ownership of shares or other equity interests, by contract or otherwise, to elect a
majority of the directors of a corporation, to make management decisions on behalf of, or independently to select the managing partner of, a partnership, or otherwise to have the power independently to remove and then select a majority of those
individuals exercising managerial authority over an entity, and control shall be conclusively presumed in the case of the ownership of fifty percent (50%) or more of the equity interests); 

(d)        any partner, manager, member or shareholder of Borrower, Guarantor or
Key Principal or Affiliated Property Operator; or 
 (e)        any
other individual that is related (to the third degree of consanguinity) by blood or marriage to Borrower, Guarantor or Key Principal or Affiliated Property Operator. 
 “Borrower Requested Repairs” means repairs not listed on the Required Repair Schedule requested by Borrower to be reimbursed from the Repairs Escrow Account. 

  

					
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Fixed Rate) (Seniors Housing)
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 “Borrower Requested Replacements” means replacements not listed on the
Required Replacement Schedule requested by Borrower to be reimbursed from the Replacement Reserve Account. 

“Borrower’s General Business Address” has the meaning set forth in the Summary of Loan Terms. 

“Borrower’s Notice Address” has the meaning set forth in the Summary of Loan Terms. 

“Business Day” means any day other than Saturday, Sunday or any other day on which Lender is not open for business.

 “Collateral Account Funds” means, collectively, the funds on deposit in any or all of the Collateral
Accounts, including the Reserve/Escrow Account Funds. 
 “Collateral Accounts” means any account
designated as such by Lender pursuant to a Collateral Agreement or as established pursuant to this Loan Agreement, including the Reserve/Escrow Account. 
 “Collateral Agreement” means any separate agreement between Borrower and Lender for the establishment of any other fund, reserve or account. 

“Completion Period” has the meaning set forth in the Summary of Loan Terms. 

“Condemnation Action” has the meaning set forth in the Security Instrument. 

“Contract(s)” means any contract or other agreement for the provision of goods or services at or otherwise
in connection with the operation, use or maintenance of the Mortgaged Property, excluding the Management Agreement, if any, and including cash deposited to secure performance by parties of their obligations. 

“Controlling Interest” means: 
 (a)        with respect to any entity, the following: 
 (1)        if such entity is a general partnership or a joint venture, fifty percent (50%) or more of all general partnership or joint venture interests in
such entity; 
 (2)        if such entity is a limited
partnership: 
 (A)        any general partnership
interest; or 
 (B)        fifty percent (50%) or
more of all limited partnership interests in such entity; 

(3)        if such entity is a limited liability company or a
limited liability partnership: 

  

					
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Fixed Rate) (Seniors Housing)
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 (A)        fifty
percent (50%) or more of all membership or other ownership interests in such entity; 

(B)        the amount of membership or ownership interests
sufficient to have the power to appoint or change any manager; or 

(C)        the interest of any manager; 

(4)        if such entity is a corporation (other than a
Publicly-Held Corporation) with only one class of voting stock, fifty percent (50%) or more of voting stock in such corporation; 
 (5)        if such entity is a corporation (other than a Publicly-Held Corporation) with more than one class of voting stock, the amount of shares of voting stock
sufficient to have the power to elect the majority of directors of such corporation; 

(6)        if such entity is a trust (other than a land trust or
a Publicly-Held Trust), the trustee of such trust or the ability to remove, appoint or substitute the trustee of such trust (unless the trustee of such trust after such removal, appointment or substitution is a trustee identified in the trust
agreement approved by Lender); or 
 (b)        the power or right to
control or otherwise limit or modify, directly or indirectly, the management and operations of Borrower, Guarantor or Key Principal, including the power to: 

(1)        cause a change in or replacement of the Person that
controls the management and operations of Borrower, Guarantor or Key Principal; or 

(2)        limit or otherwise modify the extent of such
Person’s control over the management and operations of Borrower, Guarantor or Key Principal. 
 “Credit
Score” means a numerical value or a categorization derived from a statistical tool or modeling system used to measure credit risk and predict the likelihood of certain credit behaviors, including default. 

“Debt Service Amounts” means the Monthly Debt Service Payments and all other amounts payable under the Loan Agreement,
the Note, the Security Instrument or any other Loan Document. 
 “Default Rate” means an interest rate equal to
the lesser of: 
 (a)        the sum of the Interest Rate plus
four (4) percentage points; or 
 (b)        the maximum interest
rate which may be collected from Borrower under applicable law. 
 “Definitions Schedule” means this
Schedule 1 (Definitions Schedule) to the Loan Agreement. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 4
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Depositary Agreement” means, if any, that certain Depositary Agreement
among Borrower, Lender, an applicable Property Operator and a depositary bank executed in connection with the Mortgage Loan. 

“Effective Date” has the meaning set forth in the Summary of Loan Terms. 

“Employee Benefit Plan” means a plan described in Section 3(3) of ERISA, regardless of whether the plan is subject
to ERISA. 
 “Enforcement Costs” has the meaning set forth in the Security Instrument. 

“Environmental Indemnity Agreement” means that certain Environmental Indemnity Agreement dated as of the Effective Date
made by Borrower to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time. 
 “Environmental Inspections” has the meaning set forth in the Environmental Indemnity Agreement. 
 “Environmental Laws” has the meaning set forth in the Environmental Indemnity Agreement. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 
 “ERISA Affiliate” shall mean, with respect to Borrower, any entity that, together with Borrower, would be treated as a single employer under Section 414(b) or (c) of the
Internal Revenue Code, or Section 4001(a)(14) of ERISA, or the regulations thereunder. 
 “ERISA Plan”
means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (or related trust) that is subject to the requirements of Title IV of ERISA, Sections 430 and 431 of the Internal Revenue Code, or Sections 302, 303, or 304 of
ERISA, which is maintained or contributed to by Borrower or its ERISA Affiliates. 
 “Event of Default” means
the occurrence of any event listed in Section 14.01 (Events of Default) of the Loan Agreement. 
 “Exceptions to
Representations and Warranties Schedule” means that certain Schedule 7 (Exceptions to Representations and Warranties Schedule) to the Loan Agreement. 
 “Facility Operating Agreement” means, individually and collectively, any of an Operating Lease, Sublease, Management Agreement or any other agreement setting forth the responsibilities
for the operation, management, maintenance or administration of the Mortgaged Property as a Seniors Housing Facility. 

“First Payment Date” has the meaning set forth in the Summary of Loan Terms. 

“First Principal and Interest Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable.


  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 5
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Fixed Rate” has the meaning set forth in the Summary of Loan Terms.

 “Fixtures” has the meaning set forth in the Security Instrument. 

“Force Majeure” shall mean acts of God, acts of war, civil disturbance, governmental action (including the revocation or
refusal to grant licenses or permits, where such revocation or refusal is not due to the fault of Borrower), strikes, lockouts, fire, unavoidable casualties or any other causes beyond the reasonable control of Borrower (other than lack of
financing), and of which Borrower shall have notified Lender in writing within ten (10) days after its occurrence. 

“Foreclosure Event” means: 
 (a)        foreclosure under the Security Instrument; 
 (b)        any other exercise by Lender of rights and remedies (whether under the Security Instrument or under applicable law, including Insolvency Laws) as holder
of the Mortgage Loan and/or the Security Instrument, as a result of which Lender (or its designee or nominee) or a third party purchaser becomes owner of the Mortgaged Property; 

(c)        delivery by Borrower to Lender (or its designee or nominee) of a deed
or other conveyance of Borrower’s interest in the Mortgaged Property in lieu of any of the foregoing; or 

(d)        in Louisiana, any dation en paiement. 

“Governmental Authority” means any court, board, commission, department or body of any municipal, county, state or
federal governmental unit, or any subdivision of any of them, that has or acquires jurisdiction over Borrower or the Mortgaged Property or the use, operation or improvement of the Mortgaged Property. 

“Guarantor” means any guarantor of the Indebtedness or any other obligation of Borrower under any Loan Document.

 “Guarantor Bankruptcy Event” means any one or more of the following: 

(a)        the commencement, filing or continuation of a voluntary case or
proceeding under one or more of the Insolvency Laws by Guarantor; 

(b)        the acknowledgment in writing by Guarantor (other than to Lender in
connection with a workout) that it is unable to pay its debts generally as they mature; 

(c)        the making of a general assignment for the benefit of creditors by
Guarantor; 
 (d)        the commencement, filing or continuation of an
involuntary case or proceeding under one or more Insolvency Laws against Guarantor; or 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 6
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 (e)        the appointment of a
receiver, liquidator, custodian, sequestrator, trustee or other similar officer who exercises control over Guarantor or any substantial part of the assets of Guarantor, as applicable; 

provided, however, that any proceeding or case under (d) or (e) above shall not be a Guarantor Bankruptcy Event until the
ninetieth (90th) day after filing (if not earlier dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of Borrower, Guarantor, Key Principal, Principal, or any Borrower Affiliate (in
which event such case or proceeding shall be a Guarantor Bankruptcy Event immediately). 
 “Guarantor’s General
Business Address” has the meaning set forth in the Summary of Loan Terms. 
 “Guarantor’s Notice
Address” has the meaning set forth in the Summary of Loan Terms. 
 “Guaranty” means, individually and
collectively, any Payment Guaranty, Non-Recourse Guaranty or other guaranty executed by Guarantor in connection with the Mortgage Loan. 
 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and all regulations and other guidance promulgated thereunder by the U.S. Department of Health
and Human Services. 
 “HIPAA Covered Entity” means any entity that is deemed to be a “covered
entity” under HIPAA, as identified on the Summary of Loan Terms. 
 “Immediate Family Members” means a
child, stepchild, grandchild, spouse, sibling, or parent, each of whom must have obtained a legal age of majority. 

“Imposition Deposits” has the meaning set forth in the Security Instrument. 

“Impositions” has the meaning set forth in the Security Instrument. 

“Improvements” has the meaning set forth in the Security Instrument. 

“Indebtedness” has the meaning set forth in the Security Instrument. 

“Initial Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms. 

“Insolvency Laws” means the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., together with any
other federal or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles
affecting the enforcement of creditors’ rights, as amended from time to time. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 7
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Insolvent” means: 

(a)        that the sum total of all of a specified Person’s liabilities
(whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of the value of such Person’s non-exempt assets, i.e., all of the assets of such Person that are available to satisfy claims of creditors; or

 (b)        such Person’s inability to pay its debts as they
become due. 
 “Intended Prepayment Date” means the date upon which Borrower intends to make a prepayment on
the Mortgage Loan, as set forth in the Prepayment Notice. 
 “Interest Accrual Method” has the meaning set
forth in the Summary of Loan Terms. 
 “Interest Only Term” has the meaning set forth in the Summary of Loan
Terms. 
 “Interest Rate” means the Fixed Rate. 

“Interest Rate Type” has the meaning set forth in the Summary of Loan Terms. 

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. 

“Investor” means any Person to whom Lender intends to sell, transfer, deliver or assign the Mortgage Loan in the
secondary mortgage market. 
 “Key Principal” means, collectively: 

(a)        the natural person(s) or entity that controls and manages Borrower
that Lender determines is critical to the successful operation and management of Borrower and the Mortgaged Property, as identified as such in the Summary of Loan Terms; or 

(b)        any natural person or entity who becomes a Key Principal after the
date of the Loan Agreement and is identified as such in an assumption agreement, or another amendment or supplement to the Loan Agreement. 
 “Key Principal’s General Business Address” has the meaning set forth in the Summary of Loan Terms. 
 “Key Principal’s Notice Address” has the meaning set forth in the Summary of Loan Terms. 
 “Land” means the land described in Exhibit A to the Security Instrument. 
 “Last Interest Only Payment Date” has the meaning set forth in the Summary of Loan Terms, if applicable. 
 “Late Charge” means an amount equal to the delinquent amount then due under the Loan Documents multiplied by five percent (5%). 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 8
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Leases” has the meaning set forth in the Security Instrument. 

“Lender” means the entity identified as “Lender” in the first paragraph of the Loan Agreement and its
transferees, successors and assigns, or any subsequent holder of the Note. 
 “Lender’s General Business
Address” has the meaning set forth in the Summary of Loan Terms. 
 “Lender’s Notice Address” has
the meaning set forth in the Summary of Loan Terms. 
 “Lender’s Payment Address” has the meaning set
forth in the Summary of Loan Terms. 
 “License(s)” means any operating licenses, certificates of occupancy,
health department licenses, food service licenses, certificates of need, business licenses, permits, registrations, certificates, authorizations, approvals, and similar documents required by applicable laws and regulations for the operation of the
Mortgaged Property as a Seniors Housing Facility, including renewals, replacements and additions to any of the foregoing. 

“Lien” has the meaning set forth in the Security Instrument. 

“Loan Agreement” means the Multifamily Loan and Security Agreement dated as of the Effective Date executed by and
between Borrower and Lender to which this Definitions Schedule is attached, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 

“Loan Amount” has the meaning set forth in the Summary of Loan Terms. 

“Loan Application” means the application for the Mortgage Loan submitted by Borrower to Lender. 

“Loan Documents” means the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement, the
Guaranty, the SASA, all guaranties, all indemnity agreements, all Collateral Agreements, all O&M Programs, and any other documents now or in the future executed by Borrower, Guarantor, Key Principal, any guarantor or any other person in
connection with the Mortgage Loan, as such documents may be amended, restated, replaced, supplemented or otherwise modified from time to time. 
 “Loan Servicer” means the entity that from time to time is designated by Lender to collect payments and deposits and receive notices under the Note, the Loan Agreement, the Security
Instrument and any other Loan Document, and otherwise to service the Mortgage Loan for the benefit of Lender. Unless Borrower receives notice to the contrary, the Loan Servicer shall be the Lender originally named on the Summary of Loan Terms.

 “Loan Term” has the meaning set forth in the Summary of Loan Terms. 

“Loan Year” has the meaning set forth in the Summary of Loan Terms. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 9
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Management Agreement” means, if applicable, any agreement for management
services as amended, restated, replaced, supplemented, or otherwise modified from time to time, preapproved in writing by Lender, under which daily management or operation with respect to the Mortgaged Property as a Seniors Housing Facility has been
granted to any individual or entity other than Borrower. 
 “Manager” means the Person responsible for the
operation or management of the Mortgaged Property pursuant to a Management Agreement, if any. 
 “Material Commercial
Lease” means any non-Residential Lease other than: 

(a)        a non-Residential Lease that comprises less than five
percent (5%) of total gross income of the Mortgaged Property on an annualized basis, so long as the lease is not a cell tower lease or a solar (power) lease; 

(b)        a cable television lease, so long as the lessee is not a Borrower
Affiliate, Key Principal or Guarantor; 
 (c)        storage units
leased pursuant to any Residential Lease; or 
 (d)        a laundry
lease, so long as: 
 (1)        the lessee is not a
Borrower Affiliate, Key Principal or Guarantor; 

(2)        the rent payable is not below-market (as determined by
Lender); and 
 (3)        such laundry lease is
terminable for cause by lessor. 
 For purposes of the Loan Documents, any Seniors Housing Facility Lease on the Mortgaged
Property shall not be deemed either a “Material Commercial Lease” or a “non-Material Commercial Lease.” 

“Maturity Date” has the meaning set forth in the Summary of Loan Terms. 

“Maximum Inspection Fee” has the meaning set forth in the Summary of Loan Terms. 

“Maximum Repair Cost” shall be the amount(s) set forth in the Required Repair Schedule, if any. 

“Maximum Repair Disbursement Interval” has the meaning set forth in the Summary of Loan Terms. 

“Maximum Replacement Reserve Disbursement Interval” has the meaning set forth in the Summary of Loan Terms. 

“Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C.
Secs. 1396 et seq.) and any statutes succeeding thereto. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 10
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Medicaid Participant” means a Person that has entered into a contract to
be a participating provider in the Medicaid Program, as identified on the Summary of Loan Terms. 
 “Medicaid
Program” means the Medicaid assisted living waiver program administered by the Property Jurisdiction. 

“Minimum Repairs Disbursement Amount” has the meaning set forth in the Summary of Loan Terms. 

“Minimum Replacement Reserve Disbursement Amount” has the meaning set forth in the Summary of Loan Terms. 

“Monthly Debt Service Payment” has the meaning set forth in the Summary of Loan Terms. 

“Monthly Replacement Reserve Deposit” has the meaning set forth in the Summary of Loan Terms. 

“Mortgage Loan” means the mortgage loan made by Lender to Borrower in the principal amount of the Note made pursuant to
the Loan Agreement, evidenced by the Note and secured by the Loan Documents that are expressly stated to be security for the Mortgage Loan. 
 “Mortgaged Property” has the meaning set forth in the Security Instrument. 
 “Multifamily Project” has the meaning set forth in the Summary of Loan Terms. 
 “Multifamily Project Address” has the meaning set forth in the Summary of Loan Terms. 
 “Non-Recourse Guaranty” means, if applicable, that certain Guaranty of Non-Recourse Obligations of even date herewith executed by Guarantor to and for the benefit of Lender, as the same
may be amended, restated, replaced, supplemented or otherwise modified from time to time. 
 “Note” means that
certain Multifamily Note of even date herewith in the original principal amount of the stated Loan Amount made by Borrower in favor of Lender, and all schedules, riders, allonges and addenda attached thereto, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time. 
 “O&M Program” has the meaning set forth
in the Environmental Indemnity Agreement. 
 “OFAC” means the United States Treasury Department, Office of
Foreign Assets Control, and any successor thereto. 
 “Operating Lease” means, if applicable, any operating
lease, master lease, or similar document as amended, restated, replaced, supplemented, or otherwise modified from time to time, preapproved in writing by Lender, under which control of the occupancy, use, operation, management, maintenance or
administration of the Mortgaged Property as a Seniors Housing Facility has been granted by Borrower as lessor to any Person (other than Borrower) as lessee. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 11
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Operator” means the Person responsible for the occupancy, use,
operation, management, maintenance and administration of the Mortgaged Property pursuant to an Operating Lease, if any. 

“Payment Date” means the First Payment Date and the first day of each month thereafter until the Mortgage Loan is fully
paid. 
 “Payment Guaranty” means, if applicable, that certain Guaranty (Payment) of even date herewith
executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. 
 “Permitted Encumbrance” has the meaning set forth in the Security Instrument. 
 “Permitted Equipment Financing” has the meaning set forth in the Security Instrument. 
 “Permitted Prepayment Date” means the last Business Day of a calendar month. 
 “Person” means an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private).

 “Personalty” has the meaning set forth in the Security Instrument. 

“Prepayment Lockout Period” has the meaning set forth in the Summary of Loan Terms. 

“Prepayment Notice” means the written notice that Borrower is required to provide to Lender in accordance with
Section 2.03 (Lockout/Prepayment) of the Loan Agreement in order to make a prepayment on the Mortgage Loan, which shall include, at a minimum, the Intended Prepayment Date. 

“Prepayment Premium” means the amount payable by Borrower in connection with a prepayment of the Mortgage Loan, as
provided in Section 2.03 (Lockout/Prepayment) of the Loan Agreement and calculated in accordance with the Prepayment Premium Schedule. 
 “Prepayment Premium Period End Date” or “Yield Maintenance Period End Date” has the meaning set forth in the Summary of Loan Terms. 

“Prepayment Premium Period Term” or “Yield Maintenance Period Term” has the meaning set forth in
the Summary of Loan Terms. 
 “Prepayment Premium Schedule” means that certain Schedule 4
(Prepayment Premium Schedule) to the Loan Agreement. 
 “Privacy Laws” mean any federal, state and local laws
and regulations applicable to resident and tenant privacy, including but not limited to HIPAA. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 12
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Prohibited Person” means: 

(a)        any Person with whom Lender or Fannie Mae is prohibited from doing
business pursuant to any law, rule, regulation, judicial proceeding or administrative directive; or 

(b)        any Person identified on the United States Department of Housing and
Urban Development’s “Limited Denial of Participation, HUD Funding Disqualifications and Voluntary Abstentions List,” or on the General Services Administration’s “Excluded Parties List System,” each of which may be
amended from time to time, and any successor or replacement thereof; or 

(c)        any Person that is determined by Fannie Mae to pose an unacceptable
credit risk due to the aggregate amount of debt of such Person owned or held by Fannie Mae; or 

(d)        any Person that has caused any unsatisfactory experience of a material
nature with Fannie Mae or Lender, such as a default, fraud, intentional misrepresentation, litigation, arbitration or other similar act. 
 “Property Jurisdiction” has the meaning set forth in the Security Instrument. 
 “Property Operator” means individually and collectively, (a) any Operator (b) any Sublessee, and (c) any Manager. 

“Property Operator Bankruptcy Event” means any one or more of the following: 

(a)        the commencement, filing or continuation of a voluntary case or
proceeding under one or more of the Insolvency Laws by any Property Operator; 

(b)        the acknowledgment in writing by any Property Operator that it is
unable to pay its debts generally as they mature; 
 (c)        the
making of a general assignment for the benefit of creditors by any Property Operator; 

(d)        the commencement, filing or continuation of an involuntary case or
proceeding under one or more Insolvency Laws against any Property Operator; or 

(e)        the appointment of a receiver, liquidator, custodian, sequestrator,
trustee or other similar officer who exercises control over any Property Operator or any substantial part of the assets of any Property Operator; 
 provided, however, that any proceeding or case under (d) or (e) above shall not be a Property Operator Bankruptcy Event until the ninetieth (90th) day after filing (if not earlier
dismissed) so long as such proceeding or case occurred without the consent, encouragement or active participation of any Property Operator (in which event such case or proceeding shall be a Property Operator Bankruptcy Event immediately).

 “Property Square Footage” has the meaning set forth in the Summary of Loan Terms. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 13
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Publicly-Held Corporation” means a corporation, the outstanding voting
stock of which is registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended. 

“Publicly-Held Trust” means a real estate investment trust the outstanding voting shares or beneficial interests of
which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended. 

“Rents” has the meaning set forth in the Security Instrument. 

“Repair Threshold” has the meaning set forth in the Summary of Loan Terms. 

“Repairs” means, individually and collectively, the Required Repairs, Borrower Requested Repairs, and Additional Lender
Repairs. 
 “Repairs Escrow Account” means the account established by Lender into which the Repairs Escrow
Deposit is deposited to fund the Repairs. 
 “Repairs Escrow Account Administrative Fee” has the meaning set
forth in the Summary of Loan Terms. 
 “Repairs Escrow Deposit” has the meaning set forth in the Summary of
Loan Terms. 
 “Replacement Reserve Account” means the account established by Lender into which the Replacement
Reserve Deposits are deposited to fund the Replacements. 
 “Replacement Reserve Account Administration Fee”
has the meaning set forth in the Summary of Loan Terms. 
 “Replacement Reserve Account Interest Disbursement
Frequency” has the meaning set forth in the Summary of Loan Terms. 
 “Replacement Reserve Deposits”
means the Initial Replacement Reserve Deposit, Monthly Replacement Reserve Deposits and any other deposits to the Replacement Reserve Account required by the Loan Agreement. 
 “Replacement Threshold” has the meaning set forth in the Summary of Loan Terms. 
 “Replacements” means, individually and collectively, the Required Replacements, Borrower Requested Replacements and Additional Lender Replacements. 

“Required Repair Schedule” means that certain Schedule 6 (Required Repair Schedule) to the Loan Agreement.

 “Required Repairs” means those items listed on the Required Repair Schedule. 

“Required Replacement Schedule” means that certain Schedule 5 (Required Replacement Schedule) to the Loan
Agreement. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 14
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Required Replacements” means those items listed on the Required
Replacement Schedule. 
 “Reserve/Escrow Account Funds” means, collectively, the funds on deposit in the
Reserve/Escrow Accounts. 
 “Reserve/Escrow Accounts” means, together, the Replacement Reserve Account and the
Repairs Escrow Account. 
 “Residential Lease” means a leasehold interest in an individual dwelling unit and
shall not include any master lease. 
 “Restoration” means restoring and repairing the Mortgaged Property to
the equivalent of its physical condition immediately prior to the casualty or to a condition approved by Lender following a casualty. 
 “Review Fee” means the non-refundable fee of Three Thousand Dollars ($3,000) payable to Lender in connection with a Transfer for which Lender’s consent is required (including any
assumption of the Mortgage Loan). 
 “SASA” means a Subordination, Assignment and Security Agreement in a form
approved by Lender affecting the Mortgaged Property executed and delivered by Borrower and any Property Operator as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time. 

“Schedule of Interest Rate Type Provisions” means that certain Schedule 3 (Schedule of Interest Rate Type
Provisions) to the Loan Agreement. 
 “Security Instrument” means that certain multifamily mortgage, deed to
secure debt or deed of trust executed and delivered by Borrower as security for the Mortgage Loan and encumbering the Mortgaged Property, including all riders or schedules attached thereto, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time. 
 “Seniors Housing Facility” means a residential housing
facility which qualifies as “housing for older persons” under the Fair Housing Amendments Act of 1988 and the Housing for Older Persons Act of 1995, and as the date of this Loan Agreement, is comprised of and licensed for use as identified
on the Summary of Loan Terms. 
 “Seniors Housing Facility Lease” means, individually and together, any
Operating Lease or Sublease. 
 “Seniors Housing Facility Licensing Designation” means the licensing
designation, if applicable, for the Seniors Housing Facility as set forth on the Summary of Loan Terms. 
 “Servicing
Arrangement” means any arrangement between Lender and the Loan Servicer for loss sharing or interim advancement of funds. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 15
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “Sublease” means, if applicable, any sublease or similar document as
amended, restated, replaced, supplemented or otherwise modified from time to time, preapproved in writing by Lender, pursuant to which control of the occupancy, use, operation, maintenance and administration of the Mortgaged Property as a Seniors
Housing Facility has been granted by an Operator as sub-lessor to any Person (other than Borrower or Operator) as Sublessee. 

“Sublessee” means the Person responsible for the operation and management of the Mortgaged Property pursuant to any
Sublease. 
 “Summary of Loan Terms” means that certain Schedule 2 (Summary of Loan Terms) to the
Loan Agreement. 
 “Taxes” has the meaning set forth in the Security Instrument. 

“Third Party Payments” means all payments and the rights to receive such payments from Medicaid or other federal, state
or local programs, boards, bureaus or agencies, and from residents, private insurers or others. 
 “Title
Policy” means the mortgagee’s loan policy of title insurance issued in connection with the Mortgage Loan and insuring the lien of the Security Instrument as set forth therein, as approved by Lender. 

“Total Parking Spaces” has the meaning set forth in the Summary of Loan Terms. 

“Total Residential Units” has the meaning set forth in the Summary of Loan Terms. 

“Transfer” means: 
 (a)        a sale, assignment, transfer or other disposition (whether voluntary, involuntary, or by operation of law); 

(b)        a granting, pledging, creating or attachment of a lien, encumbrance or
security interest (whether voluntary, involuntary, or by operation of law); 

(c)        an issuance or other creation of a direct or indirect ownership
interest; 
 (d)        a withdrawal, retirement, removal or involuntary
resignation of any owner or manager of a legal entity; or 

(e)        a merger, consolidation, dissolution or liquidation of a legal entity.

 “Transfer Fee” means a fee equal to one percent (1%) of the unpaid principal balance of the Mortgage
Loan payable to Lender in connection with a Transfer of the Mortgaged Property or of an ownership interest in Borrower, Guarantor or Key Principal for which Lender’s consent is required (including in connection with an assumption of the
Mortgage Loan). 
 “UCC” has the meaning set forth in the Security Instrument. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 16
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 “UCC Collateral” has the meaning set forth in the Security Instrument.

 “Voidable Transfer” means any fraudulent conveyance, preference or other voidable or recoverable payment of
money or transfer of property. 
 “Yield Maintenance Period End Date” or “Prepayment Premium
Period End Date” has the meaning set forth in the Summary of Loan Terms. 
 “Yield Maintenance Period
Term” or “Prepayment Premium Period Term” has the meaning set forth in the Summary of Loan Terms. 

  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 17
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 INITIAL PAGE TO SCHEDULE 1 TO MULTIFAMILY LOAN AND SECURITY 

AGREEMENT 
  

			
		  	 /s/ JT

Borrower Initials



  

					
	 Schedule 1 to Multifamily Loan and Security

Agreement - Definitions Schedule (Interest Rate -

Fixed Rate) (Seniors Housing)
	 	Form 6101.FR.SRS	 	Page 18
	Fannie Mae	 	06-12	 	© 2012 Fannie Mae









 SCHEDULE 2 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 (Seniors Housing)

 Summary of Loan Terms 
 (Interest Rate Type - Fixed Rate) 
  

			
	
I.        GENERAL PARTY AND MULTIFAMILY PROJECT INFORMATION

	
Borrower
	  	  
 CHT DECATUR IL SENIOR LIVING, LLC, a Delaware limited liability company
  

	
Lender
	  	  
 KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation
  

	 Key
Principal
	  	  
 CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation
  

	
Guarantor
	  	  
 CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation
  

	
Multifamily Project
	  	  
 PRIMROSE OF DECATUR
  

	 Type
of Property
	  	  
 INDEPENDENT LIVING, ASSISTED LIVING
  

	
Seniors Housing Facility Licensing Designation
	  	  
 ASSISTED LIVING
  

	 HIPAA
Covered Entity
	  	  
 Borrower                x  Yes      
       ̈  No
  

Operator                 x  Yes             ̈  No

 

Manager                 x  Yes             ̈  No

 

	 	 
	 Medicaid
Participant
	  	
Borrower                
 ̈  Yes            x  No

 

Operator                  ̈  Yes            x  No

 

Manager                  ̈  Yes            x  No

 

	
ADDRESSES

	 Borrower’s General Business Address
	  	  

C/O CNL HEALTHCARE PROPERTIES, INC.
 CNL CENTER AT CITY COMMONS
 450 SOUTH ORANGE AVENUE, SUITE 1200

ORLANDO, FLORIDA 32801
 ATTN: HOLLY J. GREER, SENIOR VICE PRESIDENT AND GENERAL COUNSEL

 



  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 1
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae










			
	
Borrower’s Notice Address
	  	 C/O CNL HEALTHCARE
PROPERTIES, INC.
 CNL CENTER AT CITY COMMONS
 450 SOUTH ORANGE AVENUE, SUITE 1200
 ORLANDO, FLORIDA 32801

ATTN: HOLLY J. GREER, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
 HOLLY.GREER@CNL.COM
  

	
Multifamily Project Address
	  	 1145 WEST ARBOR
DRIVE
 DECATUR, ILLINOIS 62526

 

	
Multifamily Project County
	  	  
 MACON
  

	 Key
Principal’s General Business Address
	  	 CNL CENTER AT CITY
COMMONS
 450 SOUTH ORANGE AVENUE, SUITE 1200
 ORLANDO, FLORIDA 32801
 ATTN: HOLLY J. GREER, SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
  

	 Key
Principal’s Notice Address
	  	 CNL CENTER AT CITY
COMMONS
 450 SOUTH ORANGE AVENUE, SUITE 1200
 ORLANDO, FLORIDA 32801
 ATTN: HOLLY J. GREER, SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
 HOLLY.GREER@CNL.COM
  

	
Guarantor’s General Business Address
	  	 CNL CENTER AT CITY
COMMONS
 450 SOUTH ORANGE AVENUE, SUITE 1200
 ORLANDO, FLORIDA 32801
 ATTN: HOLLY J. GREER, SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
  

	
Guarantor’s Notice Address
	  	 CNL CENTER AT CITY
COMMONS
 450 SOUTH ORANGE AVENUE, SUITE 1200
 ORLANDO, FLORIDA 32801
 ATTN: HOLLY J. GREER, SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
 HOLLY.GREER@CNL.COM
  

	
Lender’s General Business Address
	  	 11501 OUTLOOK STREET, SUITE
#300
 OVERLAND PARK, KANSAS 66211
 MAILCODE: KS-01-11-0501
  

	
Lender’s Notice Address
	  	 11501 OUTLOOK STREET, SUITE
#300
 OVERLAND PARK, KANSAS 66211
 MAILCODE: KS-01-11-0501
 ATTN: SERVICING MANAGER

GINA_SULLIVAN@KEYBANK.COM

 

	 Lender’s Payment Address
	  	 P.O. BOX 145404
 CINCINNATI, OHIO
45240



  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 2
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae










			
	
Manager’s General Business Address
	  	 815 NORTH 2ND STREET

ABERDEEN, SOUTH DAKOTA 57402-1359
 ATTN: MARK MCNEARY
  

	
Manager’s Notice Address
	  	 815 NORTH 2ND STREET

ABERDEEN, SOUTH DAKOTA 57402-1359
 ATTN: MARK MCNEARY
 MMCNEARY@PRIMROSERETIREMENT.COM

 

	
Operator’s General Business Address
	  	 C/O PRIMROSE RETIREMENT COMMUNITIES,
L.L.C.
 815 NORTH
2ND STREET

ABERDEEN, SOUTH DAKOTA 57402-1359
 ATTN: MARK
MCNEARY
  

	
Operator’s Notice Address
	  	 C/O PRIMROSE RETIREMENT COMMUNITIES,
L.L.C.
 815 NORTH
2ND STREET

ABERDEEN, SOUTH DAKOTA 57402-1359
 ATTN: MARK
MCNEARY
 MMCNEARY@PRIMROSERETIREMENT.COM

 

	
Sublessee’s General Business Address
	  	  
 N/A
  

	 Sublessee’s Notice Address
	  	  

N/A
  


  

			
	
II.        MULTIFAMILY PROJECT INFORMATION

	
Property Square Footage
	  	  
 557,588
  

	 Total
Parking Spaces
	  	  
 70
  

	 Total Residential Units
	  	  

Independent Living
                                39 units

 
 Assisted Living
                                      41 units

 
 Alzheimer’s
                                         
   0 units
  
 Dementia Care
                                       0
units
  


  

			
	
III.        MORTGAGE LOAN INFORMATION

	 Amortization Period
	  	  

360 months

 



  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 3
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae










			
	
Amortization Type
	  	  
 x        Amortizing
  

 ̈        Full Term Interest Only

 ̈        Partial Interest Only

 

	
Effective Date
	  	  
 May 8, 2013.
  

	 First
Payment Date
	  	  
 The first day of July, 2013.
  

	 Fixed
Rate
	  	 3.81%

 

	
Interest Accrual Method
	  	  
  ̈        30/360 (computed on the basis of a three hundred sixty (360) day year consisting of twelve (12)
thirty (30) day months).
  
 or

 

x        Actual/360 (computed on the basis of a
three hundred sixty (360) day year and the actual number of calendar days during the applicable month, calculated by multiplying the unpaid principal balance of the Mortgage Loan by the Interest Rate, dividing the product by three hundred
sixty (360), and multiplying the quotient obtained by the actual number of days elapsed in the applicable month).

	
Interest Only Term
	  	  
 0 months
  

	
Interest Rate
	  	  
 The Fixed Rate
  

	
Interest Rate Type
	  	  
 Fixed Rate
  

	 Loan
Amount
	  	  
 $11,060,000.00
  

	 Loan
Term
	  	  
 84 months
  

	 Loan Year
	  	  

The period beginning on the Effective Date and ending on the last day of May, 2014, and each successive twelve (12) month period
thereafter.
  



  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 4
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae










			
	
Maturity Date
	  	  
 The first day of June, 2020, or any earlier date on which the unpaid principal balance of the Mortgage Loan becomes due and payable by acceleration or otherwise.

 

	
Monthly Debt Service Payment
	  	  
 For Amortizing (30/360 or Actual/360), and for Full Term Interest Only (30/360):
  

$51,597.86
  

	 Prepayment Lockout Period
	  	  

0 year(s) from the Effective Date

 


  

			
	
IV.        YIELD MAINTENANCE/PREPAYMENT PREMIUM INFORMATION

	  

Yield Maintenance Period End Date

 

or

 
 Prepayment Premium Period
End Date
  
	  	  
 The last day of November, 2019.

	  
 Yield Maintenance Period Term
  

or

 
 Prepayment Premium Period
Term
  
	  	  

78 months


  

			
	
V.        RESERVE INFORMATION

	
Completion Period
	  	  
 Within N/A months after the Effective Date or as otherwise shown on the Required Repair Schedule.

 

	
Initial Replacement Reserve Deposit
	  	  
 $0
  

	
Maximum Inspection Fee
	  	  
 $750.00
  

	 Maximum Repair Disbursement Interval
	  	  

One time per calendar month

 



  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 5
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae










			
	 	 
	 Maximum Replacement Reserve Disbursement
Interval
  
	  	 One time per calendar month

	 	 
	
Minimum Repairs Disbursement Amount
  
	  	 $5,000.00

 

	 	 
	 Minimum Replacement Reserve Disbursement
Amount
  
	  	 $7,500.00

 

	 	 
	
Monthly Replacement Reserve Deposit
  
	  	 $2,000.00

 

	 	 
	
Repair Threshold

 
	  	 $10,000.00

 

	 	 
	
Repairs Escrow Account Administrative Fee

 
	  	 $1,000.00 payable one time

 

	 	 
	
Repairs Escrow Deposit

 
	  	 $0

 

	 	 
	
Replacement Reserve Account Administration Fee

 
	  	 $500.00 payable annually

 

	 	 
	 Replacement Reserve Account Interest
Disbursement Frequency
  
	  	 Annually

 

	 	 
	 Replacement Threshold
  
	  	 $10,000.00

 



  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 6
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae









 INITIAL PAGE TO SCHEDULE 2 TO MULTIFAMILY LOAN AND SECURITY 

AGREEMENT 
  

	
	
	 /S/ JT

	 Borrower Initials




  

					
	 Schedule 2 to Multifamily Loan and Security

Agreement - Summary of Loan Terms (Interest Rate

Type - Fixed Rate) (Seniors Housing)
	 	Form 6102.FR.SRS	 	Page 7
	Fannie Mae	 	07-11	 	© 2011 Fannie Mae









 SCHEDULE 3 
 TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 (Intentionally Omitted)

  
 SCHEDULE 4 

TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 (Intentionally Omitted) 
  
 SCHEDULE 5 TO 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT

 (Intentionally Omitted) 
  

MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 (Intentionally Omitted) 
  
 SCHEDULE 7 TO 
 MULTIFAMILY LOAN AND SECURITY AGREEMENT

 (Intentionally Omitted) 

  

					
	 Multifamily Loan and Security Agreement
 (Non-Recourse) (Seniors Housing)
	 	Form 6001.NR.SRS	 	Page 1
	 Schedule 7
	 	06-12	 	© 2012 Fannie Mae









 EXHIBIT A 
 MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 (Cross-Default
and Cross-Collateralization: Multi-Note) 
 The foregoing Loan Agreement is hereby modified as follows:

 1.        Capitalized terms used and not specifically defined herein
have the meanings given to such terms in the Loan Agreement. 

2.        The Definitions Schedule is hereby amended by deleting the definition
of “Loan Documents” and adding the following in lieu thereof: 
 “Loan Documents”
means the Note, the Loan Agreement, the Security Instrument, the Environmental Indemnity Agreement, the Guaranty, all guaranties, all indemnity agreements, all Collateral Agreements, all O&M Programs, the Other Loan Documents, each Other
Security Instrument and any other documents now or in the future executed by Borrower, Borrower Affiliate, Guarantor, Key Principal, any guarantor or any other person in connection with the Mortgage Loan or any Other Loan, as such documents may be
amended, restated, replaced, supplemented or otherwise modified from time to time. 

3.        The Definitions Schedule is hereby amended by adding the following new
definitions in the appropriate alphabetical order: 
 “Borrower Projects” has the meaning set
forth in the Security Instrument. 
 “Other Loans” has the meaning set forth in the Security
Instrument. 
 “Other Loan Documents” has the meaning set forth in the Security Instrument.

 “Other Security Instrument” has the meaning set forth in the Security Instrument.

 4.        The following section is hereby added to the Loan Agreement
as Section 2.01(d) (Cross with Other Loans): 
 (d) Cross with Other Loans. 

Contemporaneously with the making of the Mortgage Loan, Lender is making the Other Loans to Borrower or
Borrower Affiliate secured by a lien on the Borrower Projects. Each Other Loan is cross-defaulted and cross-collateralized with the Mortgage Loan as set forth in the Security Instrument and each other Security Instrument. 

5.        Section 14.01(a) (Automatic Events of Default) is hereby amended
to add the following new section to the end thereof: 

  

					
	 Modifications to Multifamily Loan and Security
 Agreement (Waiver of Imposition Deposits)
	 	Form 6228	 	Page 1
	 Fannie Mae
	 	04-12	 	© 2012 Fannie Mae









 (20) any “Event of Default” (as defined in the
Other Loan Documents) under any Other Loan Document. 
 6.        The
following article is hereby added to the Loan Agreement as Article 16 (Cross Provisions): 
 ARTICLE 16 – CROSS
PROVISIONS 

  

					
	 Modifications to Multifamily Loan and Security
 Agreement (Waiver of Imposition Deposits)
	 	Form 6228	 	Page 2
	 Fannie Mae
	 	04-12	 	© 2012 Fannie Mae









 INITIAL PAGE TO EXHIBIT A MODIFICATIONS TO MULTIFAMILY LOAN AND 

SECURITY AGREEMENT (CROSS-DEFAULT AND CROSS-COLLATERALIZATION: 
 MULTI NOTE) 
  
  

	
	
	 /s/ JT

	Borrower Initials



  

					
	 Modifications to Multifamily Loan and Security
 Agreement (Waiver of Imposition Deposits)
	 	Form 6228	 	Page 3
	 Fannie Mae
	 	04-12	 	© 2012 Fannie Mae









 EXHIBIT B 
 MODIFICATIONS TO MULTIFAMILY LOAN AND SECURITY AGREEMENT 
 (Waiver of
Imposition Deposits) 
 (Intentionally Omitted) 

  

					
	 Modifications to Multifamily Loan and Security
 Agreement (Waiver of Imposition Deposits)
	 	Form 6228	 	
	 Fannie Mae
	 	04-12	 	© 2012 Fannie Mae