Unassociated Document


    Exhibit
10.4

     

     

     

     

     

     

     

    AMENDED
AND RESTATED LOAN AGREEMENT

    


    for
a loan in the amount of

    


    $18,000,000.00

    


    among

    


    RSC
OAKLEAF GREENVILLE, LLC

    and

    RSC
OAKLEAF LEXINGTON, LLC,

    as
Borrowers

    


    and

    


    GENERAL
ELECTRIC CAPITAL CORPORATION,

    as
Agent and a Lender

    


    and

    


    THE
OTHER FINANCIAL INSTITUTIONS WHO ARE OR

    HEREAFTER
BECOME PARTIES TO THIS AGREEMENT

    


    as
Lenders

    


    Oakleaf
Village at Greenville

    Greer,
South Carolina

    


    Oakleaf
Village at Lexington

    Lexington,
South Carolina

    


    Dated
as of April 30, 2010

     

     

     

     

     

     

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        	 
      	
                Page

              
	 
      	 
      
	
                Article
      I        
            Incorporation of Recitals, Exhibits
      and Schedules

              	
                2

              
	 
      	
                Section
      1.1

              	
                Incorporation
      of Recitals

              	
                2

              
	 
      	
                Section
      1.2

              	
                Incorporation
      of Exhibits and Schedules

              	
                2

              
	 
      	
                Section
      1.3

              	
                Definitions

              	
                2

              
	 
      	 
      	 
      	 
      
	
                Article
      II        
          Loan Terms

              	
                3

              
	 
      	
                Section
      2.1

              	
                Disbursements

              	
                3

              
	 
      	
                Section
      2.2

              	
                Interest
      Rate; Late Charge

              	
                2

              
	 
      	
                Section
      2.3

              	
                [Payments

              	
                4

              
	 
      	
                Section
      2.4

              	
                Maturity

              	
                5

              
	 
      	
                Section
      2.5

              	
                Prepayment

              	
                5

              
	 
      	
                Section
      2.6

              	
                Defeasance

              	
                6

              
	 
      	
                Section
      2.7

              	
                Reserved

              	
                6

              
	 
      	
                Section
      2.8

              	
                Application
      of Payments

              	
                6

              
	 
      	
                Section
      2.9

              	
                Reserved

              	
                6

              
	 
      	
                Section
      2.10

              	
                Sources
      and Uses

              	
                7

              
	 
      	
                Section
      2.11

              	
                Security

              	
                7

              
	 
      	 
      	 
      	 
      
	
                Article
      III            Insurance,
      Condemnation, and Impounds

              	
                8

              
	 
      	
                Section
      3.1

              	
                Insurance

              	
                8

              
	 
      	
                Section
      3.2

              	
                Disposition
      of Insurance Proceeds

              	
                11

              
	 
      	
                Section
      3.3

              	
                Condemnation
      Awards

              	
                11

              
	 
      	
                Section
      3.4

              	
                Insurance
      Impounds

              	
                12

              
	 
      	
                Section
      3.5

              	
                Real
      Estate Tax Impounds

              	
                12

              
	 
      	
                Section
      3.6

              	
                Replacement
      Reserves

              	
                13

              
	 
      	 
      	 
      	 
      
	
                Article
      IV            Leasing
      Matters

              	
                13

              
	 
      	
                Section
      4.1

              	
                Representations
      and Warranties on Leases

              	
                14

              
	 
      	
                Section
      4.2

              	
                Approval
      Rights

              	
                14

              
	 
      	
                Section
      4.3

              	
                Covenants

              	
                15

              
	 
      	
                Section
      4.4

              	
                Tenant
      Estoppels

              	
                15

              
	 
      	
                Section
      4.5

              	
                Security
      Deposits

              	
                16

              
	 
      	 
      	 
      	 
      
	
                Article
      V             Representations
      and Warranties

              	
                16

              
	 
      	
                Section
      5.1

              	
                Organization
      and Power

              	
                16

              
	 
      	
                Section
      5.2

              	
                Owners
      of Borrower

              	
                16

              


      

    


    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	 
      	
                Section
      5.3

              	
                Borrowers’
      Articles

              	
                17

              
	 
      	
                Section
      5.4

              	
                Corporate
      Documents

              	
                17

              
	 
      	
                Section
      5.5

              	
                Validity
      of Loan Documents

              	
                17

              
	 
      	
                Section
      5.6

              	
                Liabilities;
      Litigation

              	
                18

              
	 
      	
                Section
      5.7

              	
                Taxes
      and Assessments

              	
                18

              
	 
      	
                Section
      5.8

              	
                Other
      Agreements; Defaults

              	
                18

              
	 
      	
                Section
      5.9

              	
                Compliance
      with Law

              	
                19

              
	 
      	
                Section
      5.10

              	
                Condemnation

              	
                19

              
	 
      	
                Section
      5.11

              	
                Access

              	
                19

              
	 
      	
                Section
      5.12

              	
                Flood
      Hazard

              	
                19

              
	 
      	
                Section
      5.13

              	
                Property

              	
                19

              
	 
      	
                Section
      5.14

              	
                Location
      of Borrowers

              	
                20

              
	 
      	
                Section
      5.15

              	
                Margin
      Stock

              	
                20

              
	 
      	
                Section
      5.16

              	
                Tax
      Filings

              	
                20

              
	 
      	
                Section
      5.17

              	
                Solvency

              	
                20

              
	 
      	
                Section
      5.18

              	
                Full
      and Accurate Disclosure

              	
                21

              
	 
      	
                Section
      5.19

              	
                Single
      Purpose Entity

              	
                21

              
	 
      	
                Section
      5.20

              	
                No
      Broker

              	
                21

              
	 
      	
                Section
      5.21

              	
                Reserved

              	
                21

              
	 
      	
                Section
      5.22

              	
                Labor
      Disputes

              	
                21

              
	 
      	
                Section
      5.23

              	
                Employees/ERISA

              	
                21

              
	 
      	
                Section
      5.24

              	
                ERISA
      (Borrower)

              	
                21

              
	 
      	
                Section
      5.25

              	
                Intellectual
      Property

              	
                22

              
	 
      	
                Section
      5.26

              	
                Anti-Terrorism
      and Anti-Money Laundering Compliance

              	
                22

              
	 
      	
                Section
      5.27

              	
                Reserved

              	
                22

              
	 
      	
                Section
      5.28

              	
                Master
      Lease

              	
                24

              
	 
      	
                Section
      5.29

              	
                Property
      Management Agreement

              	
                24

              
	 
      	 
      	 
      	 
      
	
                Article
      VI     
            Financial Reporting;
      Notices

              	
                24

              
	 
      	
                Section
      6.1

              	
                Financial
      Statements

              	
                24

              
	 
      	
                Section
      6.2

              	
                Audits

              	
                26

              
	 
      	
                Section
      6.3

              	
                Books
      and Records/Audits

              	
                26

              
	 
      	
                Section
      6.4

              	
                Notice
      of Litigation or Default

              	
                27

              
	 
      	 
      	 
      	 
      
	
                Article
      VII       
         Covenants

              	
                27

              
	 
      	
                Section
      7.1

              	
                Inspection

              	
                27

              


      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            	 
      	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      	 
      
	 
      	
                    Section
      7.2

                  	
                    Due
      on Sale and Encumbrance; Transfers of Interests

                  	
                    27

                  
	 
      	
                    Section
      7.3

                  	
                    Taxes;
      Charges

                  	
                    28

                  
	 
      	
                    Section
      7.4

                  	
                    Control;
      Management

                  	
                    29

                  
	 
      	
                    Section
      7.5

                  	
                    Operation;
      Maintenance; Inspection

                  	
                    29

                  
	 
      	
                    Section
      7.6

                  	
                    Taxes
      on Security

                  	
                    29

                  
	 
      	
                    Section
      7.7

                  	
                    Single
      Purpose Entity; Legal Existence; Name, Etc

                  	
                    30

                  
	 
      	
                    Section
      7.8

                  	
                    Affiliate
      Transactions

                  	
                    30

                  
	 
      	
                    Section
      7.9

                  	
                    Limitation
      on Other Debt

                  	
                    30

                  
	 
      	
                    Section 7.10

                  	
                    Further
      Assurances

                  	
                    30

                  
	 
      	
                    Section
      7.11

                  	
                    Estoppel
      Certificates

                  	
                    30

                  
	 
      	
                    Section
      7.12

                  	
                    Notice
      of Certain Events

                  	
                    31

                  
	 
      	
                    Section
      7.13

                  	
                    Indemnification

                  	
                    31

                  
	 
      	
                    Section
      7.14

                  	
                    Use
      of Proceeds, Revenues

                  	
                    31

                  
	 
      	
                    Section
      7.15

                  	
                    Bank
      Accounts; Notices to Tenants and Residents

                  	
                    32

                  
	 
      	
                    Section
      7.16

                  	
                    Reserved

                  	
                     

                  
	 
      	
                    Section
      7.17

                  	
                    Reserved

                  	
                     

                  
	 
      	
                    Section
      7.18

                  	
                    Compliance
      with Laws and Contractual Obligations

                  	
                    32

                  
	 
      	
                    Section
      7.19

                  	
                    Notice
      of Money Laundering

                  	
                    32

                  
	 
      	
                    Section
      7.20

                  	
                    Anti-Terrorism
      and Anti-Money Laundering Compliance

                  	
                    33

                  
	 
      	
                    Section
      7.21

                  	
                    Employees

                  	
                    33

                  
	 
      	
                    Section
      7.22

                  	
                    Development
      of Adjacent Parcel at Lexington

                  	
                    33

                  
	 
      	
                    Section
      7.23

                  	
                    Representations
      and Warranties

                  	
                    33

                  
	 
      	
                    Section
      7.24

                  	
                    Cooperation

                  	
                    34

                  
	 
      	
                    Section
      7.25

                  	
                    Master
      Leases

                  	
                    34

                  
	 
      	
                    Section
      7.26

                  	
                    Property
      Management Agreements

                  	
                    35

                  
	 
      	
                    Section
      7.27

                  	
                    Operating
      and Financial Covenants

                  	
                    35

                  
	 
      	 
      
	
                    Article
      VIII         Health Care
      Matters

                  	
                    36

                  
	 
      	
                    Section
      8.1

                  	
                    Healthcare
      Laws

                  	
                    36

                  
	 
      	
                    Section
      8.2

                  	
                    Representations,
      Warranties and Covenants Regarding Healthcare Matters

                  	
                    37

                  
	 
      	
                    Section
      8.3

                  	
                    Cooperation

                  	
                    40

                  
	Article
      IX          
      Events
      of Default	
                    40

                  
	 
      	
                    Section
      9.1

                  	
                    Payments

                  	
                    40

                  
	 
      	
                    Section
      9.2

                  	
                    Certain
      Covenants

                  	
                    40

                  


          

        

      

    


    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	 
      	
                Section
      9.3

              	
                Sale,
      Encumbrance, Etc

              	
                41

              
	 
      	
                Section
      9.4

              	
                Covenants

              	
                41

              
	 
      	
                Section
      9.5

              	
                Representations
      and Warranties

              	
                41

              
	 
      	
                Section
      9.6

              	
                Other
      Encumbrances

              	
                41

              
	 
      	
                Section
      9.7

              	
                Involuntary
      Bankruptcy or Other Proceeding

              	
                41

              
	 
      	
                Section
      9.8

              	
                Voluntary
      Petitions, etc

              	
                42

              
	 
      	
                Section
      9.9

              	
                Management
      Agreement

              	
                42

              
	 
      	
                Section
      9.10

              	
                False
      Reports

              	
                42

              
	 
      	
                Section
      9.11

              	
                Control

              	
                42

              
	 
      	
                Section
      9.12

              	
                Money
      Laundering

              	
                42

              
	 
      	
                Section
      9.13

              	
                Loan
      Documents

              	
                43

              
	 
      	
                Section
      9.14

              	
                Reserved

              	
                43

              
	 
      	
                Section
      9.15

              	
                Master
      Leases

              	
                43

              
	 
      	 
      	 
      	 
      
	
                Article
      X         
         Remedies

              	
                43

              
	 
      	
                Section
      10.1

              	
                Remedies
      - Insolvency Events

              	
                43

              
	 
      	
                Section
      10.2

              	
                Remedies
      - Other Events

              	
                43

              
	 
      	
                Section
      10.3

              	
                Agent’s
      Right to Perform the Obligations

              	
                44

              
	 
      	 
      	 
      	 
      
	
                Article
      XI      
          Miscellaneous

              	
                44

              
	 
      	
                Section
      11.1

              	
                Notices

              	
                44

              
	 
      	
                Section
      11.2

              	
                Amendments
      and Waivers

              	
                46

              
	 
      	
                Section
      11.3

              	
                Limitation
      on Interest

              	
                46

              
	 
      	
                Section
      11.4

              	
                Invalid
      Provisions

              	
                47

              
	 
      	
                Section
      11.5

              	
                Reimbursement
      of Expenses; Portfolio Administration Fee

              	
                47

              
	 
      	
                Section
      11.6

              	
                Approvals;
      Third Parties; Conditions

              	
                48

              
	 
      	
                Section
      11.7

              	
                Lender
      Not in Control; No Partnership

              	
                48

              
	 
      	
                Section
      11.8

              	
                Time
      of the Essence

              	
                48

              
	 
      	
                Section
      11.9

              	
                Successors
      and Assigns

              	
                49

              
	 
      	
                Section
      11.10

              	
                Renewal,
      Extension or Rearrangement

              	
                49

              
	 
      	
                Section
      11.11

              	
                Waivers;
      Forbearance

              	
                49

              
	 
      	
                Section
      11.12

              	
                Cumulative
      Rights

              	
                49

              
	 
      	
                Section
      11.13

              	
                Singular
      and Plural

              	
                50

              
	 
      	
                Section
      11.14

              	
                Phrases

              	
                50

              
	 
      	
                Section
      11.15

              	
                Exhibits
      and Schedules

              	
                50

              
	 
      	
                Section
      11.16

              	
                Titles
      of Articles, Sections and Subsections

              	
                50

              


      

    


    
      
         


      

      
        -iv-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	 
      	
                Section
      11.17

              	
                Promotional
      Material

              	
                50

              
	 
      	
                Section
      11.18

              	
                Survival

              	
                50

              
	 
      	
                Section
      11.19

              	
                WAIVER
      OF JURY TRIAL

              	
                51

              
	 
      	
                Section
      11.20

              	
                Waiver
      of Punitive or Consequential Damages

              	
                51

              
	 
      	
                Section
      11.21

              	
                Governing
      Law

              	
                51

              
	 
      	
                Section
      11.22

              	
                Entire
      Agreement

              	
                51

              
	 
      	
                Section
      11.23

              	
                Counterparts

              	
                52

              
	 
      	
                Section
      11.24

              	
                Venue

              	
                52

              
	 
      	
                Section
      11.25

              	
                Sale
      of Loan, Participation

              	
                52

              
	 
      	
                Section 11.26

              	
                Limitation
      on Liability of Agent’s and Lender’s Officers, Employees,
    etc

              	
                52

              
	 
      	
                Section
      11.27

              	
                Effectiveness
      of Facsimile Documents and Signatures

              	
                53

              
	 
      	
                Section
      11.28

              	
                Joint
      and Several Liability

              	
                53

              
	 
      	
                Section
      11.29

              	
                Agency

              	
                54

              
	 
      	
                Section
      11.30

              	
                Transfer
      of Projects and Assumption of Loan

              	
                55

              
	 
      	
                Section
      11.31

              	
                Post-Closing
      Obligations of Borrowers

              	
                 

              


      

    

     

    
      
         


      

      
        -v-

        
          

        

      

      
         


      

    


    LIST
OF EXHIBITS AND SCHEDULES TO LOAN AGREEMENT

     

    Exhibits:

     

    
      	
              Exhibit
      A-1

            	
              RSC
      Oakleaf Greenville, LLC Project

            
	
              Exhibit
      A-2

            	
              RSC
      Oakleaf Lexington, LLC Project

            
	
              Exhibit
      B

            	
              Form
      of Interest Holder Agreement

            
	
              Exhibit
      C

            	
              Intellectual
      Property

            
	
              Exhibit
      D

            	
              Ownership
      of Borrowers

            
	
              Exhibit
      E

            	
              Provider
      Payment/Reimbursement Programs

            
	
              Exhibit
      F

            	
              Governmental
      Approvals

            


    

     

    Schedules:

     

    
      	
              Schedule
      2.1

            	
              Advance
      Conditions

            
	
              Schedule
      2.3

            	
              Payment
      Schedule

            
	
              Schedule
      2.10

            	
              Sources
      and Uses

            
	
              Schedule
      7.2

            	
              Compliance
      Certificate

            
	
              Schedule
      7.26

            	
              Post-Closing
      Requirements

            
	
              Schedule
      I

            	
              Certain
      Definitions

            
	
              Schedule
      II

            	
              Calculation
      of Net Operating Income

            


    


    
      
         


      

      
        -vi-

        
          

        

      

      
         


      

    


    LOAN
AGREEMENT

     

    This
Amended and Restated Loan Agreement is entered into as of April 30, 2010 among
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual
capacity, “GECC” and in
its capacity as agent for the Lenders, together with its successors, “Agent”), the financial
institutions other than GECC who are or hereafter become parties to this
Agreement (together with GECC collectively, or individually, as the context may
require, “Lender”), and
RSC OAKLEAF GREENVILLE, LLC and RSC OAKLEAF LEXINGTON, LLC, each a Florida
limited liability company (each a “Borrower” and collectively,
the “Borrowers”).

     

    RECITALS

     

    
      	
               
      

            	
              (A)

            	
               
      Lender and the Borrowers have previously entered into that certain Loan
      Agreement, dated as of January 10, 2006, (as amended to the date hereof,
      the “Existing Loan
      Agreement”), pursuant to which Lender agreed to extend a loan in
      the original principal amount of Thirteen Million Five Hundred Thousand
      and 00/100 Dollars ($13,500,000.00) (the “Existing Loan”) to the
      Borrowers, which is evidenced by that certain Promissory Note dated
      January 10, 2006 and executed by the Borrowers (the “Existing
      Note”).

            


    

     

    
      	
               
      

            	
              (B)

            	
               
      Borrowers have requested that the Existing Loan Agreement be amended and
      restated as set forth below, which shall among other things, (a) extend
      and continue certain existing indebtedness and obligations of the
      Borrowers owing to the Lender in connection with the Existing Loan
      Agreement, (b) provide an additional loan to the Borrowers  in
      the original principal amount of Five Million and 00/100 Dollars
      ($5,000,000.00)  pursuant to the amendment and restatement of
      the Existing Note and (c) allow the current principals of the Borrowers to
      transfer 80% of the indirect ownership interests of the Borrowers to
      entities directly or indirectly owned by the Cornerstone Principal (as
      hereinafter defined).

            


    

     

    
      	
               
      

            	
              (C)

            	
                Pursuant
      to the Existing Loan Agreement and the other documents executed in
      connection therewith (the "Existing Loan Documents"), Borrowers have
      granted to Lender a security interest in all or substantially all of their
      assets, including, without limitation, certain real property, as more
      particularly described on Exhibit A-1
      through Exhibit
      A-2 attached hereto (each a “Property” and,
      collectively, the “Properties”) and the
      Improvements located thereon (the “Improvements”) comprised
      of assisted living and/or Alzheimer's units.  Each Property,
      along with its respective Improvements, is referred to herein as a “Project” and are
      collectively referred to herein as the “Projects”.

            


    

     

    
      	
               
      

            	
              (D)

            	
               
      It is the intent of the parties hereto that this Agreement not constitute
      a novation of the obligations and liabilities existing under the Existing
      Loan Agreement, which remain outstanding or evidence repayment of any such
      obligations and liabilities and that this Agreement amend and restate in
      its entirety the Existing Loan Agreement and re-evidence the obligations
      of the Borrowers outstanding thereunder as Obligations of the Borrowers
      under this Agreement which will remain secured by, among other things, the
      Security Documents.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by each of the parties hereto, the parties hereby agree as
follows:

     

    ARTICLE
I

     

    INCORPORATION OF RECITALS,
EXHIBITS AND SCHEDULES

     

    Section
1.1  Incorporation of
Recitals.

     

    The
foregoing preambles and all other recitals set forth herein are made a part
hereof by this reference.

     

    Section
1.2  Incorporation of Exhibits
and Schedules.

     

    Exhibits A-1 through
F and Schedules 2.1 through
11.31 and Schedules I and II to this Agreement,
attached hereto are incorporated in this Agreement and expressly made a part
hereof by this reference.

     

    Section
1.3  Definitions.

     

    All terms
defined in Schedule
I or otherwise in this Agreement shall, unless otherwise defined therein,
have the same meanings when used in any other Loan Document, or any certificate
or other document made or delivered pursuant hereto.  The words
“hereof”, “herein”, and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole.  The words
“include” and “include(s)” when used in this Agreement and the other Loan
Documents means “include(s), without limitation,” and the word “including” means
“including, but not limited to.”

     

    Section
1.4  Amendment and Restatement;
No Novation.

     

    This
Agreement constitutes an amendment and restatement of the Existing Loan
Agreement effective from and after the Restatement Date.  The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby are not intended by the parties to be, and
shall not constitute, a novation or an accord and satisfaction of the
Indebtedness, the Obligations, or any other obligations owing to the Lender
under the Existing Loan Agreement, the Existing Note or any other “Loan
Document” as defined in the Existing Loan Agreement (the “Existing Loan
Documents”).  On the Restatement Date, the credit facilities
and the terms and conditions thereof described in the Existing Loan Agreement
shall be amended and replaced by the credit facilities and the terms and
conditions thereof described herein, and all Indebtedness, Obligations,
obligations of the Borrowers under the Existing Loan, and other obligations of
the Borrowers and any other Person outstanding as of such date under the
Existing Loan Agreement shall be deemed to be Indebtedness and Obligations
outstanding under the corresponding facilities described herein without further
action by any Person.  The Schedules and Exhibits attached to this
Agreement and made a part hereof shall be deemed to replace the Schedules and
Exhibits to the Existing Loan Agreement.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Section
1.5  Effectiveness of Existing
Loan Documents.

     

    Borrowers
and each other Loan Party hereby acknowledge that the Existing Loan Documents
previously executed by the Borrowers, or any Loan Party and delivered to Lender,
are and shall remain in full force and effect, and Borrowers and each other Loan
Party hereby ratifies, confirms and approves the Loan Documents and all of the
terms and provisions thereof, and agrees that the Loan Documents constitute
valid and binding obligations of Borrowers or the Loan Parties, as applicable,
enforceable by Lender in accordance with its terms.

     

    ARTICLE
II

     

    LOAN
TERMS

     

    Section
2.1  Disbursements.

     

    (a)           Initial
Loan.  As of the Restatement Date, the Lender has previously
made a loan to the Borrowers in an aggregate amount equal to $13,500,000.00 (the
“Initial Loan”). As of
the Restatement Date, the aggregate amount of such Initial Loan remaining
outstanding on the Restatement Date is $12,901,988.00.  The Borrowers
hereby acknowledge that all Obligations in respect of Initial Loan outstanding
under, pursuant to and as defined in the Existing Loan Agreement shall be deemed
to have been made to the Borrowers as a Loan under this Agreement, and shall
constitute a portion of the Obligations hereunder.

     

    (b)           Restatement Date
Loan.  On the Restatement Date, and subject to the terms,
provisions and conditions of this Agreement (including, without limitation
Borrowers’ satisfaction of the conditions to the advance described in Schedule 2.1 attached
hereto) and the other Loan Documents, Lender shall disburse to Borrowers from
the proceeds of the Loan the amount of Five Million Ninety-eight Thousand Twelve
and No/100 Dollars ($5,098,012.00) (the “Restatement Date Loan”). The
Loan shall be repaid in accordance with this Agreement and the other Loan
Documents.

     

    Section
2.2  Interest Rate; Late
Charge.

     

    (a)           Restatement Date
Loan.  The outstanding principal balance of the Restatement
Date Loan shall bear interest at a rate of interest equal to five and forty-five
hundredths percent (5.45%) per annum in excess of the Libor Rate (the “Contract Rate”).

     

    (b)           Initial
Loan.  The outstanding principal balance of the Initial Loan
(including any amounts added to principal in respect of the Initial Loan under
the Loan Documents) shall bear interest (i) prior to the Swap Termination Date,
at the rate of six and sixty-two hundredths percent (6.62%) per annum (“Swap Rate”) and (ii)
thereafter at the Contract Rate.

     

    
      
         


      

      
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    (c)           Calculation of Interest;
Default Rate; Late Charge.  Interest shall be computed on the
basis of a fraction, the denominator of which is three hundred sixty (360) and
the numerator of which is the actual number of days elapsed from the date of the
initial advance or the date on which the immediately preceding payment was
due.  If Borrowers fail to pay any installment of interest or
principal within ten (10) days after the date on which the same is due, except
with respect to the payment due at the Maturity Date (as hereinafter defined),
Borrowers shall pay to Agent a late charge on such past due amount, as
liquidated damages and not as a penalty, equal to the greater of (a) interest at
the Default Rate on such amount from the date when due until paid, and (b) five
percent (5%) of such amount, but not in excess of the maximum amount of interest
allowed by applicable law.  The foregoing late charge is intended to
compensate Lender for the expenses incident to handling any such delinquent
payment and for the losses incurred by Lender as a result of such delinquent
payment.  Borrowers agree that, considering all of the circumstances
existing on the date this Agreement is executed, the late charge represents a
reasonable estimate of the costs and losses Lender will incur by reason of late
payment.  Borrowers and Lender further agree that proof of actual
losses would be costly, inconvenient, impracticable and extremely difficult to
fix.  Acceptance of the late charge shall not constitute a waiver of
the Event of Default arising from the overdue installment, and shall not prevent
Lender from exercising any other rights or remedies available to Lender with
respect to such Event of Default.  While any Event of Default exists,
the Loan shall bear interest at the Default Rate.

     

    Section
2.3  Payments.

     

    (a)           Restatement
Date.  Borrowers shall pay a payment of interest only on the
date hereof for the period from the date hereof through the last day of the
current month computed (i) at the Swap Rate, for the Initial Loan and (ii) at
the Contract Rate, for the Restatement Date Loan.

     

    (b)           Interest
Payments.  Commencing on June 1, 2010 and continuing on the
first (1st) day of each calendar month thereafter (each, a "Payment Date") until
and including the Maturity Date, Borrowers shall pay interest in arrears on (i)
the Initial Loan, at the Swap Rate in the amount shown on Part 1 of Schedule 2.3 on each
Payment Date prior to the Swap Termination Date and on each Payment Date
thereafter, at the Contract Rate and (ii) the Restatement Date Loan, at the
Contract Rate, in each case until all amounts due under the Loan Documents are
paid in full.  If the first day of a month is not a Business Day, then
the applicable payment due hereunder shall be made on the first Business Day
immediately following the first day of such month.

     

    (c)           Principal Amortization
Payments.  Commencing on June 1, 2010, and continuing on each
Payment Date thereafter until and including the Maturity Date, in addition to
the interest payments required under ‎Section 2.3(a)
above, Borrowers shall make a monthly principal amortization payment on (i) the
Initial Loan prior to the Swap Termination Date, based upon a 25-year
amortization schedule in the amount shown on Part 1 of Schedule 2.3, and
(ii) on the Restatement Date Loan,  based upon a 30-year amortization
schedule in the amount shown on Part 2 of Schedule 2.3 and
(iii) the Initial Loan on and after the Swap Termination Date, based upon a
30-year amortization schedule in the amount shown on Part 3 of Schedule
2.3.  If the first day of a month is not a Business Day, then
the applicable payment due hereunder shall be made on the first Business Day
immediately following the first day of such month.

     

    
      
         


      

      
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      Section
2.4  Maturity.

       

      The Loan
shall mature and Borrowers shall pay to Agent all outstanding principal, accrued
and unpaid interest, and any other amounts due under the Loan Documents on the
Maturity Date.

       

      Section
2.5  Prepayment.

       

      (a)           Voluntary
Prepayment.  Borrowers may voluntarily prepay the Loan in whole
but not in part prior to the Maturity Date; provided that, the Borrowers pay to
Agent with such prepayment all accrued interest and all other outstanding
amounts then due and unpaid under the Loan Documents, including, without
limitation, the Exit Fee and, if applicable, the Swap Termination
Fee.

       

      (b)           Exit
Fee.  When the Loan is repaid for any reason and at any time
(whether by voluntary prepayment by Borrowers, by reason of the occurrence of an
Event of Default, upon the maturity of the Loan or otherwise), Borrowers shall
pay to Agent, as compensation for the cost of Agent and Lender making funds
available to Borrowers under this Agreement, the Exit Fee.

       

      (c)           Conditions of Voluntary
Prepayment.  In the event of any such voluntary prepayment
permitted hereunder, Borrowers shall give Agent and the Lender written notice
(or telephonic notice promptly confirmed in writing) of its intent to prepay,
which notice shall be given at least thirty (30) days’ prior to the date upon
which prepayment is to be made and shall specify the Payment Date on which such
prepayment is to be made.  If any such notice is given, the Loan and
all other amounts as aforesaid shall be due and payable on the Payment Date
specified therein (unless such notice is revoked by Borrowers not less than two
(2) Business Days prior to the date specified therein in which event Borrowers
shall immediately reimburse Agent and the Lender for any out-of-pocket costs
incurred in connection with the giving of such notice and its
revocation).

       

      (d)           Casualty and Condemnation
Proceeds.  Anything herein or any other Loan Document to the
contrary notwithstanding, any prepayment of any of the principal balance of the
Loan as a result of the application of insurance or condemnation proceeds by
Agent to such principal pursuant to ‎Section 3.2 hereof
shall be at “par” and no Exit Fee or Swap Termination Fee shall be due with
respect to any such principal that is prepaid.

       

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

       

      
        
           


        

        
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      Section
2.6  Application of
Payments.

       

      All
payments received by Agent or Lender under the Loan Documents shall be applied:
first, to any fees, expenses and indemnification payments due to Agent or Lender
under the Loan Documents; second, to any Default Rate interest or late charges;
third, to other accrued and unpaid interest; fourth, to the principal sum and
other amounts due under the Loan Documents, and fifth to the Exit Fee and, if
any, the Swap Termination Fee.

       

      Section
2.7  Sources
and Uses.

       

      The
sources and uses of funds for the contemplated transaction are as described on
Schedule 2.10
attached hereto.  Borrowers shall deliver such information and
documentation as Agent shall request to verify that the sources and uses are as
indicated on Schedule
2.10.  A reduction in the amounts necessary for any of the uses
may, at Agent’s election, shall result in an equal reduction in the amount of
the Loan.

       

      Section
2.8  Security.

       

      (a)           Collateral.  The
Loan and all other indebtedness and obligations under the Loan Documents shall
be secured by the liens and security interests granted to Lender in the
following (collectively, the “Collateral”):  (a)
the Projects and other collateral as set forth in the Security Document, (b) all
of the deposit accounts for the Projects, (c) a first priority security interest
in all of the Security Deposits for the Projects and (d) any other collateral or
security described in this Agreement, the other Loan Documents or required by
Agent or Lender pursuant to the Loan Documents in connection with the
Loan.

       

      Section
2.9  Capital
Adequacy; Increased Costs; Illegality.

       

      If Lender
determines that any law, treaty, governmental (or quasi-governmental) rule,
regulation, guideline or order regarding capital adequacy, reserve requirements
or similar requirements or compliance by Lender with any request or directive
regarding capital adequacy, reserve requirements or similar requirements
(whether or not having the force of law), in each case, adopted after the
Closing Date, from any central bank or other governmental authority increases or
would have the effect of increasing the amount of capital, reserves or other
funds required to be maintained by Lender and thereby reducing the rate of
return on Lender's capital as a consequence of its obligations hereunder, then
Borrowers shall from time to time upon demand by Lender, pay to Lender,
additional amounts sufficient to compensate Lender for such
reduction.  A certificate as to the amount of that reduction and
showing the basis of the computation thereof submitted by Lender to Borrowers
shall, absent manifest error, be final, conclusive and binding for all
purposes.  Lender agrees that, as promptly as practicable after it
becomes aware of any circumstances referred to above which would result in any
such increased cost, Lender shall, to the extent not inconsistent with such
Lender's internal policies of general application, use reasonable commercial
efforts to minimize costs and expenses incurred by it and payable to it by
Borrowers pursuant to this Section
2.9(a).

       

      
        
           


        

        
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      If, due
to either (i) the introduction of or any change in any law or regulation
(or any change in the interpretation thereof) or (ii) the compliance with
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law), in each case adopted after the Closing
Date, there shall be any increase in the cost to Lender of agreeing to make or
making, funding or maintaining the Loan, then Borrowers shall from time to time,
upon demand by Lender, pay to Lender, additional amounts sufficient to
compensate Lender for such increased cost.  A certificate as to the
amount of such increased cost, submitted to Borrower by Lender, shall be
conclusive and binding on Borrowers for all purposes, absent manifest
error.  Lender agrees that, as promptly as practicable after it
becomes aware of any circumstances referred to above which would result in any
such increased cost, Lender shall, to the extent not inconsistent with such
Lender's internal policies of general application, use reasonable commercial
efforts to minimize costs and expenses incurred by it and payable to it by
Borrowers pursuant to this Section
2.8(b).

       

      Notwithstanding
anything to the contrary contained herein, if the introduction of or any change
in any law or regulation (or any change in the interpretation thereof) shall
make it unlawful, or any central bank or other governmental authority shall
assert that it is unlawful, for Lender to agree to make or to make or to
continue to fund or maintain any Loan bearing interest computed by reference to
the Libor Rate, then, unless Lender is able to make or to continue to fund or to
maintain the Loan at another office of Lender without, in Lender's opinion,
adversely affecting it or its Loan or the income obtained therefrom, on notice
thereof and demand therefor by Lender to Borrowers, (i) the obligation of
Lender to agree to make or to make or to continue to fund or maintain the Loan
shall terminate and (ii) Borrowers shall prepay in full the Loan, together
with interest accrued thereon, but without payment of the Acceleration Exit Fee,
within thirty (30) days following Lender's demand for payment unless Lender
determines a replacement index and spread to approximate the Contract Rate
before such change in law or regulation.  Lender will use best efforts
to determine such replacement index and spread and will notify Borrowers of the
index and spread to be used and the same shall be applied to the Loan effective
as of the date Lender determined that the Libor Rate was no longer
available.

       

      Section
2.10  Libor
Breakage Amount.  Upon any payment of the Loan on any day that
is not the last day of the Libor Interest Period applicable thereto (regardless
of the source of such prepayment and whether voluntary, by acceleration or
otherwise), Borrowers shall pay the Libor Breakage Amount.  For
purposes of calculating the Libor Breakage Amount payable to Lender under this
Section 2.10,
Lender shall be deemed to have actually funded the Loan through the purchase of
a deposit bearing interest at the Libor Rate in an amount equal to the amount of
the Loan and having a maturity and repricing characteristics comparable to the
relevant Libor Interest Period; provided, however, that Lender
may fund the Loan in any manner it sees fit, and the foregoing assumption shall
be utilized only for the calculation of amounts payable under this Section 2.10.

       

      
        
           


        

        
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        ARTICLE
III

         

        INSURANCE, CONDEMNATION, AND
IMPOUNDS

         

        Section
3.1  Insurance.

         

        Borrowers
shall maintain insurance as follows:

      

       

      (a)           Property.  Borrowers
shall keep the Projects insured against damage by fire and the other hazards
covered by a standard extended coverage and “special perils” insurance policy
(including a separate policy for broad form boiler and machinery coverage
(without exclusion for explosion)) for the full insurable value thereof, with
the term “full insurable value” to mean the actual replacement cost of the
improvements and the personal property located at the Projects (without taking
into account depreciation or co-insurance), and shall maintain such other
casualty insurance as reasonably required by Agent, including, without
limitation, ordinance or law coverage, in amounts and in form  and
with carrier(s) approved by Agent as of the Closing Date which carrier(s),
amounts and form shall not be changed without the prior written consent of
Agent.  Borrowers shall keep the Projects insured against loss by
flood if any Project is located in an area identified by the Federal Emergency
Management Agency as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of
1968, the Flood Disaster Protection Act of 1973 and the National Flood Insurance
Reform Act of 1994 (and any successor acts thereto) in an amount at least equal
to the amount approved by Agent as of the Closing Date.  The proceeds
of insurance paid on account of any damage or destruction to any Project shall
be paid to Agent to be applied as provided in ‎Section
3.2.

       

      (b)           Liability.  Borrowers
shall maintain (a) commercial general liability insurance with respect to the
Projects; (b) worker’s compensation insurance and employer’s liability insurance
covering employees at the Projects employed by Borrowers or Property Manager or
Master Tenants (to the extent required, and in the amounts required by
applicable laws); (c) business interruption insurance, including use and
occupancy, rental income loss and extra expense, against all periods covered by
Borrowers’ property insurance; (d) umbrella liability, (e) builder’s risk
insurance, as applicable, and (f) Terrorism insurance (subject to the
requirements of this ‎Section
3.1(a)).  All of the above shall be maintained at all times
during the term of the Loan with coverages, in the amounts and forms and with
limits and carrier(s) approved by Agent as of the Closing Date which carrier(s),
amounts, limits and form shall not be changed or reduced without the prior
written consent of Agent.

       

      (c)           Terrorism
Insurance.  Without limiting the foregoing and notwithstanding
anything to the contrary contained in this Agreement, if on the Closing Date,
terrorism, terrorist acts or similar perils (collectively, “Terrorism”) is an exclusion
from coverage in the insurance policies described in ‎Section 3.1(a) and
‎(b) above, then
Borrowers shall, upon Agent’s request, obtain a separate policy or policies
insuring specifically against Terrorism.  However, after the date
hereof, Terrorism coverage shall not be required unless such coverage is (i)
customarily obtained by owners of property similar to the Projects in use,
character and geographic location, and (ii) readily available at a cost which,
in Agent’s opinion, exercised reasonably, is commercially
reasonable.

       

      (d)           Other
Insurance.  Borrowers shall maintain such other insurance with
respect to the Projects as reasonably required by Agent and is customary with
respect to similar Projects.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (e)           Form and
Quality.  All insurance policies shall be endorsed in form and
substance acceptable to Agent to name Agent as an additional insured, loss payee
or mortgagee thereunder, as its interest may appear, with loss payable to Agent,
without contribution, under a standard New York (or local equivalent) mortgagee
clause.  All such insurance policies and endorsements shall be fully
paid for and contain such provisions and expiration dates and be in such form
and issued by such insurance companies licensed to do business in the State
where each Project is located, with a rating of “A IX” or better as established
by Best’s Rating Guide (or an equivalent rating approved in writing by
Agent).  Each policy shall provide that such policy may not be
cancelled or materially changed except upon thirty (30) days’ prior written
notice of intention of non-renewal, cancellation or material change to Agent and
that no act or thing done by Borrowers shall invalidate any policy as against
Agent.  Borrowers shall assign the policies or proofs of insurance to
Agent, in such manner and form such that Agent and its successors and assigns
shall at all times have and hold the same as security for the payment of the
Loan.  Borrowers shall deliver copies of all original policies
certified to Agent by the insurance company or authorized agent as being true
copies, together with the endorsements required hereunder.  The
proceeds of insurance policies coming into the possession of Agent shall not be
deemed trust funds, and Agent shall be entitled to apply such proceeds as herein
provided.  Borrowers shall not maintain any separate or additional
property insurance which is contributing in the event of loss unless it is
properly endorsed and otherwise satisfactory to Agent in all
respects.

       

      (f)           Agent’s Right to Purchase
Insurance.  In the event Borrowers fail to provide Agent with
evidence of the insurance coverage required by this Agreement, Agent may
purchase insurance at Borrowers’ expense to protect Agent’s interests in the
Projects.  This insurance may, but need not, protect Borrowers’
interests.  The coverage purchased by Agent may not pay any claim made
by any Borrower or any claim that is made against any Borrower in connection
with the Projects.  Borrowers may later cancel any insurance purchased
by Agent, but only after providing Agent with evidence that Borrowers have
obtained insurance as required by this Agreement.  If Agent purchases
insurance for the Projects, Borrowers will be responsible for the costs of that
insurance, including interest and other charges imposed by Agent in connection
with the placement of the insurance, until the effective date of the
cancellation or expiration of the insurance.  The costs of the
insurance may be added to the Loan.  The costs of the insurance may be
more than the cost of insurance Borrowers are able to obtain on their
own.

       

      Section
3.2  Disposition of Insurance
Proceeds.

       

      (a)           Notice of Loss;
Adjustments.  Borrowers shall give immediate written notice of
any loss to Agent.  Borrowers hereby irrevocably authorize and empower
Agent, as attorney-in-fact for Borrowers coupled with an interest, to make proof
of loss, to adjust and compromise any claim under insurance policies, to appear
in and prosecute any action arising from such insurance policies, to collect and
receive insurance proceeds, and to deduct therefrom Agent’s expenses incurred in
the collection of such proceeds.  Notwithstanding the foregoing,
provided no Event of Default or Potential Default exists, (i) Borrowers shall
have the right to exercise the rights specified in the prior sentence with
respect to claims of $250,000 or less (herein, a “Minor Claim”) and (ii) with
respect to all claims other than Minor Claims, Agent and Borrowers shall jointly
and reasonably agree on the prompt adjustment and compromise of such loss, to
collect and receive such proceeds or awards and to endorse any check in payment
thereof.  Furthermore, with respect to Minor Claims, Agent agrees that
insurance proceeds may be made available directly to the Borrowers provided that
no Event of Default is then in existence and so long as Borrowers promptly
commence and diligently pursue to completion any required restoration work
utilizing such insurance proceeds.  Nothing contained in this ‎Section 3.2, however,
shall require Agent to incur any expense or take any action
hereunder.

       

      
        
           


        

        
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      (b)           Use and
Application.  Except as set forth hereinbelow or in case of a
Minor Claim, Agent, in its absolute discretion, may decide whether and to what
extent, if any, proceeds of insurance will be made available to Borrowers for
repair or restoration of the Projects.  Notwithstanding the foregoing,
Agent agrees to make insurance proceeds available to Borrowers for repair or
restoration provided the following conditions are satisfied:

       

      (i)           the
cost to repair the affected Project or Projects (as determined by Agent) is not
more than twenty five percent (25%) of the replacement value of the affected
improvements (for projects containing multiple phases or stand alone structures,
such calculation to be based on the damaged phase or structure, not the Project
or Projects as a whole);

       

      (ii)           no
Event of Default or Potential Default exists;

       

      (iii)          Agent
determines that there are sufficient funds available to restore and repair the
Projects to a condition substantially the same as existed prior to the
casualty;

       

      (iv)         Agent
determines that the Net Operating Income of the Projects during restoration
plus the
collectible proceeds of business interruption insurance will be sufficient to
pay Debt Service;

       

      (v)      
    Agent determines that after restoration the Debt Service
Coverage Ratio will be at least 1.15:1.00 and the Project Yield will be at least
nine percent (9%);

       

      (vi)          Agent
determines that restoration and repair of the affected Project or Projects to a
condition approved by Agent will be completed within nine (9) months after the
date of loss or casualty and in any event ninety (90) days prior to the Maturity
Date; and

       

      (vii)        Borrowers
promptly commence and are diligently pursuing restoration of the affected
Project or Projects.

       

      (c)           Application to Loan
Balance.  If the conditions set forth in ‎Section 3.2(b) above
are not satisfied or an Event of Default or Potential Default exists (regardless
of whether the loss relates to a Minor Claim), Agent may, in Agent’s sole
discretion, elect to either (i) apply (without payment of any Exit Fee as to the
principal prepaid with such proceeds) any insurance proceeds it may receive to
the payment of the Loan in whatever order Agent elects or (ii) allow all or a
portion of such proceeds to be used for the restoration of the affected Project
or Projects.  Any principal reduction resulting from an early
involuntary prepayment as a result of a condemnation proceeding or insurance
settlement will cause a re-calculation of debt service payments based upon the
reduced Loan balance, the remaining amortization schedule and the Interest
Rate.

       

      
        
           


        

        
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      (d)           Disbursements of
Proceeds.  Insurance proceeds applied to restoration will be
disbursed on receipt of satisfactory plans and specifications, contracts and
subcontracts, schedules, budgets, lien waivers and architects’ certificates, and
otherwise in accordance with prudent commercial construction lending practices
for construction loan advances, including, as applicable, the advance conditions
under Part C of Schedule 2.1 with
respect to disbursement of insurance proceeds.

       

      Section
3.3  Condemnation
Awards.

       

      Borrowers
shall immediately notify Agent of the institution of any proceeding for the
condemnation or other taking of any Project or any portion
thereof.  With respect to any claim other than a Minor Claim, Agent
may participate in any such proceeding and Borrowers will deliver to Agent all
instruments necessary or required by Agent to permit such
participation.  Without Agent’s prior consent, with respect to any
claim other than a Minor Claim, Borrowers (a) shall not agree to any
compensation or award, and (b) shall not take any action or fail to take any
action which would cause the compensation to be determined.  All
awards and compensation for the taking or purchase in lieu of condemnation of
the Projects or any part thereof are hereby assigned to and shall be paid to
Agent.  Borrowers authorize Agent to collect and receive such awards
and compensation, to give proper receipts and acquittances
therefor.  Agent agrees that proceeds of any Minor Claim may be made
available directly to the Borrowers provided that no Event of Default is then in
existence and so long as Borrowers promptly commence and diligently pursue to
completion any required restoration work utilizing such
proceeds.  With respect to any other claim associated with a
condemnation or taking of any Project, Agent may elect, in Agent’s sole
discretion, to either (a) apply the proceeds of any claim related to the same
(after deduction of Lender’s reasonable costs and expenses, if any in collecting
the same) toward the payment of the Loan in such order and manner as Agent may
elect, notwithstanding that the Loan may not then be due and payable (but
without payment of any Exit Fee with respect to the amount so applied), or (b)
make the same available to Borrowers for the restoration or repair of the
Projects.  If the net proceeds of the condemnation award are made
available to Borrowers for restoration or repair, such proceeds shall be
disbursed upon satisfaction of and in accordance with the terms and conditions
set forth in ‎Section
3.2.  Borrowers, upon request by Agent, shall execute all
instruments requested to confirm the assignment of the awards and compensation
to Agent, free and clear of all liens, charges or encumbrances.

       

      
        
           


        

        
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      Section
3.4  Insurance
Impounds.

       

      Borrowers
shall deposit (or shall cause Master Tenant to deposit) with Agent, monthly on
each Payment Date, a sum of money (the “Insurance Impound”) equal to
one twelfth (1/12th) of the annual charges for insurance premiums relating to
the insurance coverages required by this Agreement.  At or before the
initial advance of the Loan, Borrowers shall deposit with Agent a sum of money
which together with the monthly installments will be sufficient to make each of
such payments thirty (30) days prior to the date any delinquency or penalty
becomes due with respect to such payments.  Deposits shall be made on
the basis of Agent’s estimate from time to time of the charges for the current
year.  All funds so deposited shall be held by Agent.  These
sums may be commingled with the general funds of Agent, and shall not be deemed
to be held in trust for the benefit of Borrowers.  So long as no
Potential Default or Event of Default exists hereunder, Agent shall credit for
Borrowers’ account interest on such funds held by Agent from time to time at the
money market account rate announced from time to time by the Northern Trust
Company or any other national banking association selected by Agent in its sole
discretion (the “Money Market
Rate”).  All interest paid on such funds shall be deemed to be
a part of the Insurance Impound and shall be applied in accordance with this
‎Section
3.4.  Borrowers hereby grant to Agent for the benefit of Lender
and Agent a security interest in all funds so deposited with Agent for the
purpose of securing the Loan.  While an Event of Default exists, the
funds deposited may be applied in payment of the charges for which such funds
have been deposited, or to the payment of the Loan or any other charges
affecting the security of Agent, as Agent may elect, but no such application
shall be deemed to have been made by operation of law or otherwise until
actually made by Agent.  Borrowers shall furnish Agent with bills for
the charges for which such deposits are required at least thirty (30) days prior
to the date on which the charges first become payable.  If at any time
the amount on deposit with Agent, together with amounts to be deposited by
Borrowers before such charges are payable, is insufficient to pay such charges,
Borrowers shall deposit any deficiency with Agent immediately upon
demand.  Agent shall pay such charges when the amount on deposit with
Agent is sufficient to pay such charges and Agent has received a bill for such
charges.

       

      Section
3.5  Real
Estate Tax Impounds.

       

      Borrowers
shall deposit (or shall cause Master Tenant to deposit) with Agent, monthly on
each Payment Date, a sum of money (the “Tax Impound”) equal to one
twelfth (1/12th) of the annual charges for real estate taxes, assessments,
franchise taxes and changes, impositions and other charges and obligations
relating to the Projects (collectively, the “Taxes”).  At or
before the initial advance of the Loan, Borrowers shall deposit with Agent a sum
of money which together with the monthly installments will be sufficient to make
each of such payments thirty (30) days prior to the date any delinquency or
penalty becomes due with respect to such payments.  Deposits shall be
made on the basis of Agent’s estimate from time to time of the charges for the
current year (after giving effect to any reassessment or, at Agent’s election,
on the basis of the charges for the prior year, with adjustments when the
charges are fixed for the then current year).  All funds so deposited
shall be held by Agent.  These sums may be commingled with Agent’s
general funds and shall not be deemed to be held in trust for the benefit of
Borrowers.  So long as no Potential Default or Event of Default exists
hereunder, Agent shall credit for Borrowers’ account interest on such funds held
by Agent from time to time at the Money Market Rate.  All interest
paid on such funds shall be deemed to be a part of the Tax Impound and shall be
applied in accordance with this ‎Section
3.5.  Borrowers hereby grant to Agent for the benefit of Lender
and Agent a security interest in all funds so deposited with Agent for the
purpose of securing the Loan.  While an Event of Default exists, the
funds deposited may be applied in payment of the charges for which such funds
have been deposited, or to the payment of the Loan or any other charges
affecting the security of Agent, as Agent may elect, but no such application
shall be deemed to have been made by operation of law or otherwise until
actually made by Agent.  Borrowers shall furnish Agent with bills for
the charges for which such deposits are required at least thirty (30) days prior
to the date on which the charges first become payable.  If at any time
the amount on deposit with Agent, together with amounts to be deposited by
Borrowers before such charges are payable, is insufficient to pay such charges,
Borrowers shall deposit any deficiency with Agent immediately upon
demand.  Agent shall pay such charges when the amount on deposit with
Agent is sufficient to pay such charges and Agent has received a bill for such
charges.  The obligation of Borrowers to pay the Taxes, as set forth
in the Security Documents, is not affected or modified by the provision of this
paragraph.

       

      
        
           


        

        
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      Section
3.6  Replacement
Reserves.

       

      (a)           Deposits.  Borrowers
shall deposit (or shall cause Master Tenant to deposit) with Agent monthly on
each Payment Date, an amount equal to the product of Thirty Dollars ($30.00)
multiplied by the sum of the maximum number of beds and/or assisted living
facility units (collectively, the “Licensed Beds”) authorized
under the Licenses or otherwise included in the Projects (the “Replacement
Deposit”).  Provided no Potential Default or Event of Default
exists hereunder, Agent shall credit for Borrowers’ account interest on the sum
of the Replacement Deposit held by Agent from time to time, which interest shall
accrue monthly at the Money Market Rate.  The undisbursed amount of
the Replacement Deposit and any interest earned thereon is hereinafter referred
to as the “Replacement
Reserve”.  Borrowers hereby grant to Agent for the benefit of
Lender and Agent a security interest in the Replacement Reserve for the purpose
of securing the Loan.  On the Maturity Date, the monies then remaining
on deposit with Agent shall, at Agent’s option, be applied against the
Indebtedness or if no Potential Default or Event of Default exists hereunder,
returned to Borrowers.  The Replacement Reserve may be commingled with
the general funds of the Agent, and these sums shall not be deemed to be held in
trust for the benefit of Borrowers.

       

      (b)           Disbursements.  So
long as no Potential Default or Event of Default exists hereunder, Borrowers may
request, from time to time, Agent to disburse funds from the Replacement Reserve
(which request will include a reasonably detailed description of the capital
expenditures at the Projects which Borrowers intend to pay for with such funds),
which request shall not be unreasonably denied by Agent.  If requested
by Agent, each disbursement request will be accompanied by copies of invoices,
lien waivers and other evidence reasonably required by Agent.

       

      (c)           Application to
Loan.  If an Event of Default occurs, Agent shall have the
right to apply all or any portion of the Replacement Reserve to the obligations
evidenced by the Loan Documents in such order as Agent in its sole discretion
determines.

       

      ARTICLE
IV

       

      LEASING
MATTERS

       

      Section
4.1  Representations and
Warranties on Leases.

       

      (a)           Leases.  To
the knowledge of Borrowers, Borrowers represent and warrant to Agent with
respect to Leases of the Projects that:  (i) the rent roll separately
delivered to Agent at or prior to Closing is true and correct as of the date
hereof, and the Leases are valid and in and full force and effect; (ii) the
Leases (including amendments) are in writing, and there are no oral agreements
with respect thereto; (iii) the copies of the Leases delivered to Agent are true
and complete; (iv) neither the landlord nor, to Borrowers’ knowledge, any tenant
is in default under any of the Leases; (v) no Borrower has any knowledge of any
notice of termination or default with respect to any Lease; (vi) no Borrower has
assigned or pledged any of the Leases, the rents or any interests therein,
except to Agent; (vii) no tenant or other party has an option to purchase all or
any portion of the Projects; (viii) no tenant has the right to terminate its
Lease prior to expiration of the stated term of such Lease (unless due to
casualty or condemnation of the Project); and (ix) no tenant has prepaid more
than one month’s rent in advance (except for bona fide security deposits not in
excess of an amount equal to two month’s rent).

       

      
        
           


        

        
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      (b)           Master
Lease.  Borrowers represent and warrant to Agent with respect
to each Master Lease that:  (i)  the Master Lease is valid
and in and full force and effect; (ii) the Master Lease (including amendments)
is in writing, and there are no oral agreements with respect thereto; (iii) the
copy of the Master Lease delivered to Agent is true and complete; (iv) neither
the Borrowers nor, to the Borrowers’ Knowledge, Master Tenant is in default
under the Master Lease; (v) no Borrower has any knowledge of any notice of
termination or default with respect to the Master Lease; (vi) no Borrower has
assigned or pledged the Master Lease, the rents or any interests therein, except
to Agent, (vii) Master Tenant does not have an option to purchase all or any
portion of the Projects; (viii) except as set forth in the Master Lease, Master
Tenant does not have the right to terminate the Master Lease prior to expiration
of the stated term of such Master Lease (unless due to casualty or condemnation
of the Project); and (ix) Master Tenant has not prepaid more than one month’s
rent in advance.

       

      Section
4.2  Approval
Rights.

       

      (a)           Borrowers
shall not and shall not permit any Property Manager or Master Tenant to, without
Agent’s prior written consent, such consent not to be unreasonably withheld,
conditioned or delayed, enter into or amend (in any material respect) any Lease
or other rental or occupancy agreement or concession agreement with respect to a
Project except as expressly permitted hereunder.

       

      (b)           Borrowers
shall have the right to enter into or to permit any Property Manager or Master
Tenant to, amend and/or modify non-residential Leases without Agent’s consent
provided (i) the economic terms of the Lease conform to those of the market,
(ii) the form of the non-residential Lease is that of the standard lease form
approved by Agent, with no material modifications, (iii) the initial term is not
longer than five (5) years, and (iv) the leased premises are not greater than 4%
of the square footage of the applicable Project.

       

      (c)           Anything
herein to the contrary notwithstanding, Borrowers, Property Managers and Master
Tenants shall have the right to enter into or amend any residential Lease so
long as such residential Lease (i) has a term of no more than one (1) year, (ii)
is at market rates, and (iii) is on the form previously approved by Agent
without any material modifications.

       

      
        
           


        

        
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      Section
4.3  Covenants.

       

      (a)           Borrowers
shall or shall cause Property Managers or Master Tenants to: (a) perform the
obligations which any Borrower, Property Manager or Master Tenant is required to
perform under the Leases; (b) enforce the material obligations to be performed
by the tenants under the Leases; (c) promptly furnish to Agent any notice of
default or termination received by any Borrower from any non-residential tenant,
and any notice of default or termination given by any Borrower, Property Manager
or Master Tenant to any non-residential tenant; (d)  not collect any
rents for more than one month in advance of the time when the same shall become
due, except for bona fide security deposits not in excess of an amount equal to
two months rent; (e) not enter into any ground lease or sub-master lease of any
part of the Projects; (f) not further assign or encumber any Lease; (g) not,
except with Agent’s prior written consent, cancel or accept surrender or
termination of any non-residential Lease; and (h) not, except with Agent’s prior
written consent, modify or amend any non-residential Lease (except for minor
modifications and amendments entered into in the ordinary course of business,
consistent with prudent property management practices, not affecting the
economic terms of the Lease), and any action in violation of clauses (e), (f),
(g), and (h) of this ‎Section 4.3 shall be
void at the election of Agent.  Borrowers will not suffer or permit
any breach or default to occur in any of any Borrower’s, Property Manager’s or
Master Tenant’s obligations under any of the Leases nor suffer or permit the
same to terminate by reason of any failure of any Borrower to meet any
requirement of any Lease.

       

      (b)           Borrowers
shall (i)  perform the obligations which Borrowers are required to
perform under the Master Leases; (ii) enforce the material obligations to be
performed by the Master Tenants under the Master Leases; (iii) promptly furnish
to Agent any notice of default or termination received by any Borrower from any
Master Tenant, and any notice of default or termination given by any Borrower to
any Master Tenant under the Master Leases; (iv)  not collect any rents
for more than one month in advance of the time when the same shall become due
under the Master Leases, except for bona fide security deposits not in excess of
an amount equal to two months rent; (v) not enter into any ground lease or
master lease of any part of the Projects other than the Master Lease; (vi) not
further assign or encumber the Master Lease; (vii) not, except with Agent’s
prior written consent, cancel or accept surrender or termination of any Master
Lease; and (viii) not, except with Agent’s prior written consent, modify or
amend any Master Lease, and any action in violation of clauses (v), (vi), (vii),
and (viii) of this ‎Section 4.3 shall be
void at the election of Agent.  Borrowers will not suffer or permit
any breach or default to occur in any of any Borrowers’ obligations under the
Master Leases nor suffer or permit the same to terminate by reason of any
failure of any Borrower to meet any requirement of the Master
Leases.

       

      Section
4.4  Tenant
Estoppels.

       

      (a)           At
Agent’s request, Borrowers shall obtain and furnish to Agent, written estoppels
in form and substance satisfactory to Agent, executed by non-residential tenants
under Leases in the Projects and confirming the term, rent, and other provisions
and matters relating to the non-residential Leases.

       

      (b)           At
Agent’s request, Borrowers shall obtain and furnish to Agent, a written estoppel
in form and substance satisfactory to Agent, executed by Master Tenant and
confirming the term, rent and other provisions and matters relating to the
Master Lease.

       

      
        
           


        

        
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      Section
4.5  Security
Deposits

       

      (a)           Existence of Security
Deposits.  None of any Borrower, Property Manager or Master
Tenant has collected or is in receipt of any security deposit from any tenant of
any Project, except as described on the rent rolls previously provided to Agent
at or prior to the Closing Date.  Borrowers, Property Managers and/or
Master Tenants, as applicable shall hold, in trust, all tenant security deposits
in a segregated account, and, to the extent required by applicable law, shall
not commingle any such funds with any other funds of Borrowers, Property
Managers or Master Tenants.

       

      (b)           Lien on Security
Deposits.  Borrowers, Property Managers and/or Master Tenants
shall at all times have on deposit with Agent, as cash collateral for the Loan
and all amounts payable under the Loan Documents, an amount of cash equal to the
aggregate amount of security deposits which are or may become refundable to
tenants of the Projects from time to time.  Agent agrees to allow
Borrowers, Property Managers or Master Tenants, if applicable, to use such funds
solely to repay such amounts to tenants of the Projects, as and when the same
are due; provided Agent may, but shall not be obligated to, pay such amounts
directly to the tenants upon Agent’s receipt of evidence reasonably satisfactory
to Agent that such amounts are due; and provided further, upon payment in full
of the Loan and all other amounts due Agent under the Loan Documents, Agent
shall pay any remaining amounts on deposit with Agent pursuant to this ‎Section 4.5(b) to
Borrowers, or Property Managers or Master Tenants, if
applicable.  Agent shall not be obligated to pay Borrowers, Property
Managers or any Master Tenant, if applicable, interest on any amounts on deposit
with Agent pursuant to this ‎Section
4.5(b).

       

      ARTICLE
V

       

      REPRESENTATIONS AND
WARRANTIES

       

      Borrowers
represent and warrant to Agent that:

       

      Section
5.1  Organization and
Power.

       

      Each
Borrower and each Loan Party (other than a natural person) is duly organized,
validly existing and in good standing under the laws of the state of its
formation or existence, and is in compliance with legal requirements applicable
to doing business in the state of its formation.  Each Borrower and
each Loan Party (other than a natural person and to the extent required by law)
is in good standing under the laws of and is in compliance with legal
requirements applicable to doing business in the state where each Project is
located.  No Borrower is a “foreign person” within the meaning of §
1445(f)(3) of the Internal Revenue Code.

       

      Section
5.2  Owners
of Borrower.

       

      (a)           Member.  Managing
Member is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware with its principal place
of business at 1920 Main Street, Suite 400, Irvine, California
92614.  Managing Member is the sole member of each Borrower and owns
one hundred percent (100%) of the membership interests in each Borrower free and
clear of all liens, claims, and encumbrances.  Managing Member has
full right, power and authority to execute the Loan Documents on its own behalf
and on behalf of each Borrower.

       

      
        
           


        

        
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      (b)           Principals.  Cornerstone
Oakleaf Village, LLC and RSC South Carolina Interests, LLC are the sole members
of Managing Member.  The Cornerstone Principal is the sole member of
Cornerstone Oakleaf Village, LLC with a principal place of business at 1920 Main
Street, Suite 400, Irvine, California 92614 and owns an eighty percent (80%)
membership interest in, and is the managing member of the Managing
Member.  The RSC Principals collectively, directly or indirectly, own
one hundred percent (100%) of the sole member of RSC South Carolina Interests,
LLC with a principal place of business at c/o Royal Senior Care, LLC, 1660 NE
Miami Gardens Drive, Suite 8, North Miami Beach, Florida 33179 and RSC South
Carolina Interests, LLC owns a twenty percent (20%) membership interest in
Managing Member.

       

      (c)           Ownership of
Borrowers.  Exhibit D sets forth the names of each member of
Borrowers and such member’s percentage interest in Borrowers.  All
such interests are free and clear of all liens, claims, encumbrances and rights
of others except as set forth on Exhibit D.

       

      (d)           Authority.  Sharon
Kaiser and Terry Roussel (or similarly situated executives employed by
Cornerstone Principal and located primarily in the United States) and, if
required with respect to decisions requiring one hundred percent (100%) consent
of the members of the Managing Member, Sean Kanov (or a similarly situated
executive employed by RSC Principals and located primarily in the United States)
(both subject to death or incapacity) shall have authority to make all material
business decisions (including a sale or refinance) for Borrowers during the term
of the Loan.

       

      Section
5.3  Borrowers’
Articles.

       

      A true
and complete copy of the articles of organization creating of each Borrower and
all other documents creating and governing each Borrower (collectively, the
“Articles”) have been
furnished to Agent.  There are no other documents or agreements, oral
or written, among any of the members or otherwise relating to any
Borrower.

       

      Section
5.4  Corporate
Documents.

       

      A true
and complete copy of the articles of formation and operating agreement of
Managing Member and all other documents creating and governing Managing Member
(collectively, the “Borrower
Formation Documents”) have been furnished to Agent.  There are
no other agreements, oral or written, among any of the members of Managing
Member relating to Managing Member.  The Borrower Formation Documents
were duly executed and delivered, are in full force and effect, and binding upon
and enforceable in accordance with their terms.  The Borrower
Formation Documents constitute the entire understanding among the members of
each Managing Member.  No breach exists under the Borrower Formation
Documents and no act has occurred and no condition exists which, with the giving
of notice or the passage of time would constitute a breach under the Borrower
Formation Documents.

       

      Section
5.5  Validity of Loan
Documents.

       

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

       

      
        
           


        

        
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      Section
5.6  Liabilities;
Litigation.

       

      (a)           The
financial statements delivered by Borrowers and each Loan Party are true and
correct with no significant change since the date of
preparation.  Except as disclosed in such financial statements, there
are no liabilities (fixed or contingent) affecting any Project, any Borrower or
any Loan Party.  Except as disclosed in such financial statements,
there is no litigation, administrative proceeding, investigation or other legal
action (including any proceeding under any state or federal bankruptcy or
insolvency law) pending or, to the knowledge of any Borrower, threatened,
against any Project, any Borrower or any Loan Party, which if adversely
determined could have a material adverse effect on such party, any Project or
the Loan.

       

      (b)           Neither
any Borrower nor any Loan Party, nor any Master Tenant, nor any Property Manager
is contemplating either the filing of a petition by it under state or federal
bankruptcy or insolvency laws or the liquidation of all or a major portion of
its assets or property, and neither any Borrower nor any Loan Party nor any
Master Tenant or Property Manager has knowledge of any Person contemplating the
filing of any such petition against it.

       

      Section
5.7  Taxes
and Assessments.

       

      There are
no unpaid or outstanding real estate or other taxes or assessments on or against
the Projects or any part thereof, except general real estate taxes not due or
payable.  Copies of the current general real estate tax bills with
respect to the Projects have been delivered to Agent.  Each Project is
comprised of one or more parcels, each of which constitutes a separate tax lot
and none of which constitutes a portion of any other tax lot.  There
are no pending or, to Borrowers’ best knowledge, proposed, special or other
assessments for public improvements or otherwise affecting any Project, nor are
there any contemplated improvements to any Project that may result in such
special or other assessments.

       

      Section
5.8  Other
Agreements; Defaults.

       

      Neither
any Borrower nor any Loan Party nor any Master Tenant nor any Property Manager
is a party to any agreement or instrument or subject to any court order,
injunction, permit, or restriction which might adversely affect any Project or
the business, operations, or condition (financial or otherwise) of any Borrower
or any Loan Party or any Master Tenant or any Property
Manager.  Neither any Borrower nor any Loan Party nor any Master
Tenant or any Property Manager is in violation of any agreement which violation
would have an adverse effect on any Project, any Borrower, any Loan Party, any
Master Tenant or any Property Manager or any Borrower’s or any Loan Party’s, any
Master Tenant’s or Property Manager’s business, properties, or assets,
operations or condition, financial or otherwise.

       

      
        
           


        

        
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      Section
5.9  Compliance with
Law.

       

      Each
Borrower, each Loan Party, each Master Tenant and each Property Manager has all
requisite licenses, permits, franchises, qualifications, certificates of
occupancy or other governmental authorizations to own, lease and operate the
Projects and carry on its business, and each Project is in compliance with all
applicable legal requirements and is free of structural defects, and all
building systems contained therein are in good working order, subject to
ordinary wear and tear.  No Project constitutes, in whole or in part,
a legally non conforming use under applicable legal requirements.

       

      Section
5.10  Condemnation.

       

      No
condemnation has been commenced or, to Borrowers’ knowledge, is contemplated
with respect to all or any portion of any Project or for the relocation of
roadways providing access to any Project.

       

      Section
5.11  Access.

       

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

       

      Section
5.12  Flood
Hazard.

       

      No
portion of the improvements comprising the Projects is located in an area
identified by the Secretary of Housing and Urban Development or any successor
thereto as an area having special flood hazards pursuant to the National Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National
Flood Insurance Act of 1994, as amended, or any successor law, or, if located
within any such area, Borrowers have obtained and will maintain the insurance
prescribed in Section
3.1 hereof.

       

      Section
5.13  Property.

       

      (a)           Fee
Interest.  A fee interest in each Project is, or
contemporaneously with the initial funding of the Loan will be, owned by the
respective Borrower free and clear of all liens, claims, encumbrances,
covenants, conditions and restrictions, security interests and claims of others,
except only such exceptions to title as have been approved by
Agent.

       

      
        
           


        

        
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      (b)           Compliance with Zoning,
etc.  To the best of Borrowers’ knowledge, the Projects are in
compliance with all zoning requirements, building codes, subdivision improvement
agreements, declarations, ground leases, and all covenants, conditions and
restrictions of record.  Except as set forth in the exceptions to
title approved by Agent, the zoning and subdivision approval of the Projects and
the right and ability to, use or operate the Projects are not in any way
dependent on or related to any real estate other than the Properties where the
same are to be made.  Except as previously disclosed to Agent in
writing, to the best of Borrowers’ knowledge, as of the date hereof, (i) there
are no, nor are there any alleged or asserted, violations of law, regulations,
ordinances, codes, permits, licenses, declarations, ground leases, covenants,
conditions, or restrictions of record, or other agreements relating to the
Projects, or any part thereof, (ii) the Projects are in good condition and
repair with no deferred maintenance and are free from damage caused by fire or
other casualty, (iii) there is no latent or patent structural or other
significant defect or deficiency in the Projects, (iv) design and as-built
conditions of the Projects are such that no drainage or surface or other water
will drain across or rest upon either the Projects or land of others except in
areas designated for such purpose and for which a benefiting or burdening
easement has been established, and (v) none of the Improvements on the Projects
create an encroachment over, across or upon any of the Projects’ boundary lines,
rights of way or easements, and no buildings or other improvements on adjoining
land create such an encroachment.

       

      Section
5.14  Location of
Borrowers.

       

      Each
Borrower’s principal place of business and chief executive offices are located
at the address stated in ‎Section
10.1.

       

      Section
5.15  Margin
Stock.

       

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

       

      Section
5.16  Tax
Filings.

       

      Each
Borrower and each Loan Party have filed (or have obtained effective extensions
for filing) all federal, state and local tax returns required to be filed and
have paid or made adequate provision for the payment of all federal, state and
local taxes, charges and assessments payable by each Borrower and each Loan
Party, respectively.

       

      Section
5.17  Solvency.

       

      After
giving effect to the Loan, the fair saleable value of each Borrower’s assets
exceeds and will, immediately following the making of the Loan, exceed any
Borrower’s total liabilities, including, without limitation, subordinated,
unliquidated, disputed and contingent liabilities.  The fair saleable
value of each Borrower’s assets is and will, immediately following the making of
the Loan, be greater than such Borrower’s probable liabilities, including the
maximum amount of its contingent liabilities on its Debts as such Debts become
absolute and matured.  No Borrower’s assets constitute and,
immediately following the making of the Loan will not constitute, unreasonably
small capital to carry out its business as conducted or as proposed to be
conducted.  No Borrower intends to, nor believes that it will, incur
Debts and liabilities (including contingent liabilities and other commitments)
beyond its ability to pay such Debts as they mature (taking into account the
timing and amounts of cash to be received by such Borrower and the amounts to be
payable on or in respect of obligations of such Borrower).

       

      
        
           


        

        
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      Section
5.18  Full
and Accurate Disclosure.

       

      No
statement of fact made by or on behalf of any Borrower, any Loan Party, any
Master Tenant or any Property Manager in this Agreement or in any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state any material fact necessary to make statements contained herein or therein
not misleading.  There is no fact presently known to any Borrower
which has not been disclosed to Agent which adversely affects, nor as far as any
Borrower can foresee, might adversely affect, any Project or the business,
operations or condition (financial or otherwise) of any Borrower or any Loan
Party.

       

      Section
5.19  Single
Purpose Entity.

       

      Each
Borrower is and has at all times since its formation been a Single Purpose
Entity and in compliance with the Single Purpose Entity
Requirements.

       

      Section
5.20  No
Broker.

       

      No
brokerage commission or finder’s fee is owing to any broker or finder arising
out of any actions or activity of any Borrower in connection with the
Loan.

       

      Section
5.21  Reserved.

       

      Section
5.22  Labor
Disputes.

       

      To the
best of each Borrower’s knowledge, there are no strikes, boycotts, or labor
disputes which could reasonably be anticipated to have a material adverse effect
on the operation of any Project.

       

      Section
5.23  Employees/ERISA.

       

      No
Borrower has any employees.

       

      Section
5.24  ERISA
(Borrower).

       

      (a)           No
Borrower is an “employee benefit plan” as defined in Section 3(3) of ERISA, or a
“governmental plan” within the meaning of Section 3(32) of ERISA; (b) no
Borrower is subject to state statutes regulating investments
and  fiduciary obligations with respect to governmental plans; (c) the
assets of each Borrower do not constitute “plan assets” of one or more plans
within the meaning of 29 C.F.R. Section 2510.3-101; and (d) one or more of the
following circumstances is true:  (i) equity interests in each
Borrower are publicly offered securities, within the meaning of 29 C.F.R.
Section 2510.3-101(b)(2) or are securities issued by an investment company
registered under the Investment Company Act of 1940; (ii) less than twenty-five
percent (25%) of the value of any class of equity interests in each Borrower are
held by “benefit plan investors” within the meaning of 29 C.F.R. Section
2510.3-101(f)(2); or (iii) each Borrower qualifies as an “operating company”, a
“venture capital operating company”, or a “real estate operating company” within
the meaning of 29 C.F.R. Section 2510.3-101(c), (d) or (e).  Each
Borrower shall deliver to Agent such certifications and/or other evidence
periodically requested by Agent, in its reasonable discretion, to verify these
representations and warranties.  Failure to deliver these
certifications or evidence, breach of these representations and warranties, or
consummation of any transaction which would cause the Loan Documents or any
exercise of Agent’s or Lender’s rights under the Loan Documents to (1)
constitute a non-exempt prohibited transaction under ERISA or (2) violate ERISA
or any state statute regulating governmental plans (collectively, a “Violation”), which failure
continues for thirty (30) days after written notice, shall be an Event of
Default.  Notwithstanding anything in the Loan Documents to the
contrary, no sale, assignment, or transfer of any direct or indirect right,
title, or interest in any Borrower or the Projects (including creation of a
junior lien, encumbrance or leasehold interest) shall be permitted which would
negate any Borrower’s representations in this section or cause a
Violation.  At least fifteen (15) days before consummation of any of
the foregoing, each Borrower shall obtain from the proposed transferee or
lienholder (1) a certification to Agent that the representations and warranties
of this subparagraph will be true after consummation and (2) an agreement to
comply with this section.

       

      
        
           


        

        
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      Section
5.25  Intellectual
Property.

       

      Except as
set forth on Exhibit C, Borrowers have no interest in any trademarks,
copyrights, patents or other intellectual property with respect to the
Projects.

       

      Section
5.26  Compliance With
International Trade Control Laws and OFAC Regulations.  Each
Borrower represents, warrants and covenants to Agent and Lender
that:

       

      (a)           It
is not now nor shall it be at any time until after the Loan is fully repaid a
Person with whom a U.S. Person, including a Financial Institution, is prohibited
from transacting business of the type contemplated by this Agreement, whether
such prohibition arises under U.S. law, regulation, executive orders and lists
published by the OFAC (including those executive orders and lists published by
OFAC with respect to Specially Designated Nationals and Blocked Persons) or
otherwise.

       

      (b)           Each
Borrower is and will remain in compliance in all material respects with all U.S.
economic sanctions laws, Executive Orders and implementing regulations as
promulgated by OFAC and all applicable Anti-Money Laundering Laws.

       

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

       

      Section
5.27  Borrowers’
Funds.  Each Borrower represents, warrants and covenants to
Lender that:

       

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

       

      
        
           


        

        
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      (b)           To
the best of its knowledge, no Borrower, nor any Borrower Party, nor any holder
of a direct interest in any Borrower, nor any Person providing funds to any
Borrower (i) is under investigation by any governmental authority for, or has
been charged with, or convicted of, money laundering, drug trafficking,
terrorist related activities, any crimes which in the United States would be
predicate crimes to money laundering, or any violation of any Anti-Money
Laundering Laws; (ii) has been assessed civil or criminal penalties under any
Anti-Money Laundering Laws; and (iii) has had any of its/his/her funds seized or
forfeited in any action under any Anti-Money Laundering Laws.

       

      (c)           Borrowers
shall make payments on the Loan using funds invested in Borrowers, Revenues or
insurance proceeds unless otherwise agreed to by Lender.

       

      (d)           To
the best of each Borrower’s knowledge, as of the Closing Date and at all times
during the term of the Loan, all Revenues are and will be derived from lawful
business activities of Tenants of the Projects or other permissible sources
under U.S. law.

       

      (e)           On
the Maturity Date, Borrowers will take reasonable steps to verify that funds
used to repay the Loan in full (whether in connection with a refinancing, asset
sale or otherwise) are from sources permissible under U.S. law and to the extent
such funds originate outside the United States, permissible under the laws of
the jurisdiction in which they originated.

       

      (f)           Each
Borrower is and at all times shall be in compliance with the Office of Foreign
Assets Control sanctions and regulations promulgated under the authority granted
by the Trading with the Enemy Act (“TWEA”),
50 U.S.C. App. Section 1 et
seq. and the International Emergency Economic Powers Act (“IEEPA”),
50 U.S.C. Section 1701 et
seq., as the TWEA and the IEEPA may apply to such Borrower’s
activities;

       

      (g)           Each
Borrower is and at all times shall be a “financial institution” within the
meaning of the Patriot Act, and it is and at all times shall be in compliance
with (i) the Patriot Act and all rules and regulations promulgated under the
Patriot Act applicable to Borrowers and (ii) other federal or state laws
relating to “know your
customer” and other anti-money laundering rules and regulations;
and

       

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

       

      
        
           


        

        
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      Section
5.28  Master
Lease.

       

      A true,
correct and complete copy of each Master Lease, together with all amendments
thereto, has been delivered to Agent; and each Master Lease, and all amendments
thereto is in full force and effect as of the Closing Date.

       

      Section
5.29  Property Management
Agreement.

       

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

       

      ARTICLE
VI

       

      FINANCIAL REPORTING;
NOTICES

       

      Section
6.1  Financial
Statements.

       

      Borrowers
shall furnish to Agent and shall cause the Loan Parties to furnish to Agent such
financial statements and other financial information as Agent may from time to
time request.  All such financial statements shall show all material
contingent liabilities and shall accurately and fairly present the results of
operations and the financial condition of Borrowers at the dates and for the
period indicated and shall be sufficient to permit Agent to calculate and/or
verify Borrowers’ calculation of Debt Service Coverage Ratio, Project Yield and
Net Operating Income.  Without limitation of the foregoing, Borrowers
shall furnish to Agent and shall cause Loan Parties, Property Managers and
Master Tenants to furnish to Agent the following statements:

       

      (a)           Monthly
Reports.

       

      (i)           Borrowers
shall deliver or cause to be delivered to Agent on or prior to the twenty-fifth
(25th) day of each fiscal month used by Borrowers in preparing financial reports
(each, a “fiscal month”)
the following reports in respect of the Projects:

       

      (A)           Statements
of the operations of the Projects (including a current rent roll, operating
statement, delinquency report and a schedule of delinquency of receipts and
payments) as of the last day of each fiscal month;

       

      (B)           For
the preceding fiscal month and fiscal year-to-date (i) a cash summary detailing
all cash activity and reconciling beginning and end cash balances, and (ii) aged
accounts receivable and accounts payable;

       

      (C)           Statements
of Net Operating Income.

       

      
        
           


        

        
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      (ii)          Upon
request by Agent, Borrowers shall deliver or cause to be delivered to Agent the
following (together with the foregoing, such reports are hereinafter
collectively referred to as the “Monthly
Reports”):

       

      (A)           A
true, correct and complete copy of the check register showing all paid invoices,
indicating date paid, amount paid and check number;

       

      (B)           A
true, correct and complete copy of the cash disbursements journal;
and

       

      (C)           Evidence
of the timely payment of all taxes and insurance premiums.

       

      (iii)         The
Monthly Reports shall (a) be certified by the chief financial representative of
Borrowers as true, correct and complete, (b) be derived from the books and
records maintained by Borrowers, Property Managers and/or Master Tenants at the
Projects, and (c) be accompanied with copies of supporting documentation to the
extent that Agent shall request.

       

      (iv)         Each
financial statement, report or other information required to be delivered or
caused to be delivered by Borrowers, Property Managers and/or Master Tenants to
Agent under this Agreement and required hereunder to be certified by the chief
financial representative of Borrowers shall also certify that:  (a)
all of the covenants set forth in ‎Article VII are fully
performed and (b) the representations and warranties set forth in the this Loan
Agreement, the Security Documents and in the other Loan Documents are and remain
true, correct and complete except as disclosed in writing in the
certificate.  Each financial statement, report or other information
required to be delivered by Borrowers to Agent under this Agreement shall show
all material contingent liabilities, shall be prepared in accordance with sound
accounting practices and shall accurately and fairly present the results of
operations and the financial condition of the person(s) referred to therein as
of the dates and for the period indicated.

       

      (b)           Annual
Statements.  Within ninety (90) days after the end of each fiscal
year, Borrowers shall deliver or cause to be delivered to Agent (i) a balance
sheet and financial statements of each Borrower, Loan Party and Master Tenant,
which shall show, if Agent requests, each Loan Party’s and Master Tenant’s other
real estate holdings, including income and expenses, debt service requirements
and occupancy and Borrowers, certified as true and correct in all material
respects, and prepared in accordance with sound accounting practices and fairly
presenting the financial condition(s) of the person(s) referred to therein as of
the date(s) indicated and (ii) the financial information described in
subsections ‎(A) through ‎(C) of ‎Section 6.1(a)(i)
above for such calendar year.

       

      (c)           From
time to time at Borrowers’ expense, if Lender determines that obtaining
appraisals is necessary in order for Lender to comply with applicable Laws
(including any appraisals required to comply with FIRREA), Borrowers shall
furnish to Lender appraisal reports in form and substance and from appraisers
reasonably satisfactory to Lender stating the then current fair market value of
each Project; provided, that so
long as no Event of Default has occurred and is continuing, Borrowers shall not
be obligated to obtain appraisals more than once per Project per calendar year
at Borrowers’ expense.

       

      
        
           


        

        
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      (d)           Compliance
Certificate.  Within twenty-five (25) days after the end of
each measurement period applicable to any financial covenant hereunder,
Borrowers shall deliver such financial reports and information as Lender shall
require evidencing compliance with the applicable financial covenants, together
with a fully completed Compliance Certificate executed by an officer of
Borrowers (or of their managing member or general partner), and, if requested by
Lender, back-up documentation as Lender shall reasonably require evidencing
compliance.

       

      (e)           All
financial statements delivered hereunder shall be prepared, and all financial
covenants contained herein shall be calculated, without giving effect to any
election under Statement of Financial Accounting Standards 159 (or any similar
accounting principle) permitting a Person to value its financial liabilities at
the fair value thereof.

       

      Section
6.2  Audits.

       

      If
Borrowers fail to furnish or cause to be furnished promptly any report required
by ‎Section 6.1, or if
Agent reasonably deems such reports to be unacceptable or unreliable, Agent may
elect (in addition to exercising any other right and remedy) to conduct an audit
of all books and records of Borrowers, Loan Parties, Property Managers and
Master Tenants which in any way pertain to the Projects and to prepare such
reports.  Such audit shall be made and such reports shall be prepared
by an independent firm of certified public accountants to be selected by Agent
or another auditor of Agent’s choice (which may be an affiliate of
Agent).  Borrowers shall pay all reasonable expenses of the audit and
other services, which expenses shall be immediately due and payable with
interest thereon at the Default Rate.

       

      Section
6.3  Books
and Records/Audits.

       

      Borrowers
shall keep and maintain (or cause to be kept and maintained) at all times at the
Projects, or, with prior notice to Agent, at the corporate offices of the
Borrowers, or such other place as Agent may approve in writing, complete and
accurate books of accounts and records adequate to reflect the results of the
operation of the Projects and to provide the financial statements required to be
provided to Agent pursuant to ‎Section 6.1 above and
copies of all written contracts, correspondence, reports of Agent’s independent
consultant, if any, and other documents affecting the Projects.  Agent
and its designated agents shall have the right to inspect and copy any of the
foregoing.  Additionally, Agent may audit and determine, in Agent’s
sole and absolute discretion, the accuracy of Borrowers’ records and
computations.  The costs and expenses of the audit shall be paid by
Borrowers if the audit discloses (a) a monetary variance in any financial
information or computation equal to or greater than the greater
of:  (i) five percent (5%); or (ii) Five Thousand and No/100 Dollars
($5,000.00) more than any computation submitted by Borrowers or (b) an Event of
Default or Potential Event of Default.

       

      
        
           


        

        
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      Section
6.4  Notice
of Litigation or Default.

       

      Borrowers
shall promptly provide Agent with:


       

      (a)           written
notice of any litigation, arbitration, or other proceeding or governmental
investigation (including any survey results or inspection reports from any
Governmental Authority) pending or, to any Borrower’s or any Loan Party’s
knowledge, threatened against or relating to any Borrower, Loan Party, Project,
Property Manager or Master Tenant (but with respect to matters affecting only
Managing Member or any Principal, only such matters which could reasonably be
expected to have a material adverse effect on the financial condition of such
Person and with respect to matters affecting only a Property Manager or a Master
Tenant, only such matters which pertain to a Project or which could reasonably
be expected to have a material adverse effect on such Property Manager’s or
Master Tenant’s financial condition), or any Project; provided, that with
respect to any such litigation, arbitration or other proceeding relating solely
to a monetary claim of less than $75,000, Borrowers shall not be required to
provide notice (written or otherwise) of such claim in accordance with the terms
of this ‎Section
6.4;

       

      (b)           a
copy of all notices of default and violations of laws, regulations, codes,
ordinances and the like received by any Borrower or Loan Party, Property Manager
or Master Tenant relating to (i) any Loan Party, if potentially material to the
business operations of such Loan Party or (ii) any Borrower, the Collateral or
the Projects;

       

      (c)           a
copy of all notices sent to or received from Property Manager or any Borrower
under any of the Management Agreements; and

       

      (d)           a
copy of all notices sent to or received from any Master Tenant under any Master
Lease.

       

      ARTICLE
VII

       

      COVENANTS

       

      Each
Borrower covenants and agrees with Agent as follows:

       

      Section
7.1  Inspection.

       

      Subject
to the rights of tenants under the Leases, Agent and its authorized agents may
enter upon and inspect the Projects at all reasonable times upon notice given
orally or in writing to Borrowers.  Agent, at Borrowers’ expense,
shall retain one or more independent consultants to periodically inspect the
Projects and all documents, drawings, plans, and consultants’ reports relating
thereto.

       

      Section
7.2  Due on
Sale and Encumbrance; Transfers of Interests.

       

      Without
the prior written consent of Agent,

       

      (a)           No
Borrower or Principal nor any other Person having a direct or indirect ownership
or beneficial interest in any Borrower or Principal shall

       

      (i)           create,
or permit the creation of, any new direct or indirect ownership interest in any
Borrower or Principal, or

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (ii)           transfer,
or permit the transfer of (A) all or any part of the Projects, or any interest
therein (other than Leases permitted hereunder), or (B)  any direct or
indirect ownership interest in any Borrower or any Principal (including any
interest in the profits, losses or cash distributions in any way relating to the
Projects, any Borrower or any Loan Party), or

       

      (iii)           subject
to Borrowers’ contest rights under ‎Section 7.3,
encumber, alienate, grant a Lien or grant any other interest in any Project or
any part thereof (other than Leases permitted hereunder) or take or fail to take
any other action which would result in a Lien against the Projects or the
interest of any Borrower in any Project, whether voluntarily or involuntarily
except Liens in favor of Agent for the benefit of Lender and Agent,
or

       

      (iv)           enter
into any easement or other agreement granting rights in or restricting the use
or development of any Project.

       

      (b)           Notwithstanding
the foregoing provisions of this ‎Section 7.2 or any other provisions of the Loan Documents,
direct or indirect ownership interests in Borrowers may be sold or transferred
so long as no Potential Default or Event of Default exists and after any such
transaction (a) Borrowers continue to be wholly owned by Managing Member, and
(b) either Cornerstone Principal or the RSC Principals holds a Controlling
Interest in the Managing Member.

       

      Section
7.3  Taxes;
Charges.

       

      Borrowers
shall pay before any fine, penalty, interest or cost may be added thereto, and
shall not enter into any agreement to defer, any Taxes that may become a Lien
upon any Project or become payable during the term of the Loan, and will
promptly furnish Agent with evidence of such payment; however, Borrowers’ or
Master Tenants’ compliance with ‎Section 3.5 of this
Agreement relating to impounds for taxes and assessments shall, with respect to
payment of such taxes and assessments, be deemed compliance with this ‎Section
7.3.  Borrowers shall not suffer or permit the joint assessment
of any Project with any other real property constituting a separate tax lot or
with any other real or personal property.  Borrowers shall pay or
cause to be paid when due all Taxes, claims and demands of mechanics,
materialmen, laborers and others which, if unpaid, might result in a Lien on any
Project (collectively, the “Charges”); however, Borrowers
or Master Tenants may contest, in good faith by appropriate proceedings, the
amount or validity of any such Charges or Liens so long as (a) Borrowers and/or
Master Tenants have given prior written notice to Agent of the intent to so
contest or object to any such Charges or Liens, (b) such contest stays the
enforcement or collection of the Charges or any Lien created, (c) Borrowers
and/or Master Tenants provide Agent with a bond or other security satisfactory
to Agent (including an endorsement to Agent’s Title Policies insuring against
such claim, demand or lien) assuring the discharge of Borrowers’ and/or Master
Tenants’ obligations for such claims, demands or lien, including interest and
penalties, and (d) Borrowers and/or Master Tenants are diligently contesting the
same by appropriate legal proceedings in good faith and at their own expense and
concludes such contest prior to the tenth (10th) day preceding the earlier to
occur of the Maturity Date or the date on which a Project is scheduled to be
sold for non-payment.

       

      
        
           


        

        
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      Section
7.4  Control;
Management.

       

      There
shall be no change in the day-to-day control and management of any Borrower,
Managing Member or any Master Tenant without the written consent of Agent from
that existing as of the Restatement Date, that is, (i) Managing Member having
day-to-day control and management of both Borrowers, (ii) Cornerstone Oakleaf
Village TRS, LLC, a Delaware limited liability company, an affiliate of both
Managing Member and Cornerstone Principal, having day-to-day control and
management of both Master Tenants, and (iii) Cornerstone Principal having
day-to-day control and management over Managing Member.  Neither
Borrowers nor Master Tenants shall terminate or replace any Property Manager or
terminate or amend the Management Agreement without Agent’s prior written
approval; provided, however
that the Property Manager may terminate the Management Agreement pursuant to its
terms, subject to the provisions of the Amended and Restated Subordination of
Management Agreement.  Any change in ownership or control of the
manager shall be cause for Agent to re-approve such manager and management
agreement.  Borrowers and Master Tenants shall hold and maintain all
necessary licenses, certifications and permits required by law.  Each
Borrower or Master Tenant, as applicable, shall fully perform all of its
covenants, agreements and obligations under the Management
Agreements.

       

      Section
7.5  Operation; Maintenance;
Inspection.

       

      Each
Borrower shall observe and comply with (or cause observance and compliance with)
all legal requirements applicable to the ownership, use and operation of the
Projects.  Borrowers shall maintain (or cause to be maintained) the
Projects in good condition and promptly repair any damage or
casualty.

       

      Section
7.6  Taxes
on Security.

       

      Borrowers
shall pay all taxes, charges, filing, registration and recording fees, excises
and levies payable with respect to the Note or the Liens created or secured by
the Loan Documents, other than income, franchise and doing business taxes
imposed on Agent or Lender.  If there shall be enacted any law (1)
deducting the Loan from the value of any Project for the purpose of taxation,
(2) affecting any Lien on the Projects, or (3) changing existing laws of
taxation of mortgages, deeds of trust, security deeds, or debts secured by real
property, or changing the manner of collecting any such taxes, Borrowers shall
promptly pay to Agent, on demand, all taxes, costs and charges for which Agent
or Lender is or may be liable as a result thereof; however, if such payment
would be prohibited by law or would render the Loan usurious, then instead of
collecting such payment, Lender may declare all amounts owing under the Loan
Documents to be immediately due and payable.

       

      
        
           


        

        
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      Section
7.7  Single
Purpose Entity; Legal Existence; Name, Etc.

       

      Each
Borrower and Master Tenant shall preserve and keep in full force and effect its
existence as a Single Purpose Entity, entity status, franchises, rights and
privileges under the laws of the state of its formation, and all qualifications,
licenses and permits applicable to the ownership, use and operation of the
Projects.  No Borrower, Managing Member or Master Tenant shall wind
up, liquidate, dissolve, reorganize, merge, or consolidate with or into, or
convey, sell, assign, transfer, lease, or otherwise dispose of all or
substantially all of its assets, or acquire all or substantially all of the
assets of the business of any Person, or permit any subsidiary or Affiliate of
Borrowers to do so.  No Borrower will create, amend, terminate or
permit the creation, amendment or termination of any Borrower’s operating
agreement without the prior written consent of Agent.  Each Borrower,
Managing Member and Master Tenant shall conduct business only in its own name
and no Borrower shall change its name, identity, or organizational structure,
the location of its chief executive office or principal place of business or its
state of organization unless Borrowers (a) shall have obtained the prior written
consent of Agent to such change, and (b) shall have taken all actions necessary
or requested by Agent to file or amend any financing statement or continuation
statement to assure perfection and continuation of perfection of security
interests under the Loan Documents.  Each Borrower, Managing Member
and Master Tenant shall maintain its separateness as an entity, including
maintaining separate books, records, and accounts and observing corporate and
partnership formalities independent of any other entity, shall pay its
obligations with its own funds and shall not commingle funds or assets with
those of any other Borrower or entity.

       

      Section
7.8  Affiliate
Transactions.

       

      Without
the prior written consent of Agent, no Borrower shall engage in any transaction
affecting any Project with an Affiliate of Borrowers, unless the terms for such
services are no less favorable to the Borrowers than those obtainable from an
unrelated party.

       

      Section
7.9  Limitation on Other
Debt.

       

      Neither
any Borrower nor any Master Tenant shall, without the prior written consent of
Agent, incur any Debt in excess of $300,000.00, except for trade payables in the
ordinary course of business.

       

      Section
7.10  Further
Assurances.

       

      Borrowers
shall promptly (a) cure any defects in the execution and delivery of the Loan
Documents, and (b) execute and deliver, or cause to be executed and delivered,
all such other documents, agreements and instruments as Agent may reasonably
request to further evidence and more fully describe the collateral for the Loan,
to correct any omissions in the Loan Documents, to perfect, protect or preserve
any liens created under any of the Loan Documents, or to make any recordings,
file any notices, or obtain any consents, as may be necessary or appropriate in
connection therewith.

       

      Section
7.11  Estoppel
Certificates.

       

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

       

      
        
           


        

        
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      Section
7.12  Notice
of Certain Events.

       

      Borrowers
shall promptly notify Agent of (a) any Potential Default or Event of Default,
together with a detailed statement of the steps being taken to cure such
Potential Default or Event of Default; (b) any notice of default received by any
Borrower under other obligations relating to any Project or otherwise material
to any Borrower’s business, including any notices of violations of any laws,
regulations, codes or ordinances; (c) any threatened or pending legal, judicial
or regulatory proceedings, including any dispute between any Borrower and any
governmental authority, affecting any Borrower, Managing Member or any Project;
(d) a copy of each notice of default or termination given or made to any Master
Tenant or Property Manager by any Borrower or Master Tenant, as applicable or
received by any Borrower or Master Tenant from any Master Tenant or Property
Manager, as applicable; and (e) a copy of each notice of default or termination
under any license or permit necessary for the operation of the Projects in the
manner required by this Agreement; and in the case of clauses (b), (d) or (e),
promptly provide Agent with copies of such notices referred to
therein.

       

      Section
7.13  Indemnification.

       

      Borrowers
shall indemnify, defend and hold Agent and Lenders harmless from and against any
and all losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
whatsoever, including the reasonable fees and actual expenses of Agent’s and
Lender’s counsel, in connection with (a) any inspection, review or testing of or
with respect to any Project, (b) any investigative, administrative, mediation,
arbitration, or judicial proceeding, whether or not Agent or a Lender is
designated a party thereto, commenced or threatened at any time (including after
the repayment of the Loan) in any way related to the execution, delivery or
performance of any Loan Document or to any Project, (c) any proceeding
instituted by any Person claiming a Lien, and (d) any brokerage commissions or
finder’s fees claimed by any broker or other party in connection with the Loan,
any Project, or any of the transactions contemplated in the Loan Documents,
including those arising from the joint, concurrent, or comparative negligence of
Agent or Lender, except to the extent any of the foregoing is caused by an
indemnitee’s gross negligence or willful misconduct.

       

      Section
7.14  Use of
Proceeds, Revenues.

       

      Borrowers
shall use the proceeds of the Loan for proper business purposes.  No
portion of the proceeds of the Loan shall be used by Borrowers in any manner
that might cause the borrowing or the application of such proceeds to violate
Regulation U, Regulation T or Regulation X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate the Securities Act of
1933 or the Securities Exchange Act of 1934.  Except as otherwise
specifically provided in the Loan Documents, Revenues and other Project proceeds
received by Borrowers shall be applied to the Indebtedness then due and payable,
Expenses or other Project capital improvements, repairs or replacements before
distribution by Borrowers to any member of any Borrower.

       

      
        
           


        

        
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      Section
7.15  Bank
Accounts; Notices to Tenants and Residents.

       

      From and
after a Potential Default and receipt of notice from Agent so directing,
Borrowers will, and will cause Property Managers and/or Master Tenants to, (a)
cause all rent payments under the Master Leases and Leases to be deposited with
Agent and (b) give irrevocable notices to all current and future tenants or
residents or any other account debtors doing business with Borrowers or the
Projects who pay Borrowers or any Property Manager or any Master Tenant, as
applicable, by direct deposit or wire transfer to make or wire payments to Agent
or an Approved Bank Account.  Borrowers shall deliver to Agent, in
form acceptable to Agent, an undated letter of direction (a) from Borrowers to
Master Tenants to deliver Master Lease payments directly to Agent and (b) from
each Master Tenant and Property Manager to each current and future commercial
tenant of the Projects pursuant to which each such commercial tenant is
irrevocably directed to make all payments directly to Agent or an Approved Bank
Account.  Upon the occurrence of an Event of Default, Agent shall have
the right to date and deliver such letters of direction.

       

      Section
7.16  Compliance with Laws and
Contractual Obligations.

       

      (a)           Borrowers
will comply with and will cause Property Managers and Master Tenants to comply
with (i) the requirements of all applicable laws, rules, regulations and order
of any governmental authority (including, without limitation, laws, rules,
regulations and orders relating to all building, zoning, density, land use,
covenants, conditions and restrictions, subdivision requirements, taxes,
employer and employee contributions, securities, employee retirement and welfare
benefits, environmental protection matters, employee health and safety, quality
and safety standards, accreditation standards and requirements of the applicable
state department of health or other applicable state regulatory agency (each a
“State Regulator”),
quality and adequacy of medical care, distribution of pharmaceuticals, rate
setting, equipment, personnel, operating policies, additions to facilities and
services and fee splitting) as are now in effect and which may be imposed upon
any Borrower, Property Manager or Master Tenant or the maintenance, use or
operation of the Projects or the provision of services to the occupants of the
Projects and (ii) the obligations, covenants and conditions contained in all
other material contractual obligations of any Borrower, and as it relates to any
Project, any Master Tenant or Property Manager; and

       

      (b)           Borrowers
will maintain or obtain and will cause Master Tenants to maintain or obtain, all
licenses, qualifications and permits now held or hereafter required to be held
by any Borrower or Master Tenant for which the loss, suspension, revocation or
failure to obtain or renew, could reasonably be expected to have a material
adverse effect upon the financial condition of any Borrower or the ability to
operate the Projects in compliance with the requirements of the Loan Documents
and as it has been operated prior to the date hereof.

       

      Section
7.17  Notice
of Money Laundering.

       

      If a
tenant or a resident under any Lease is charged with crimes involving money
laundering or predicate crimes to money laundering, and such charges are not
dismissed without further investigation within thirty (30) days, then Borrowers
shall give notice of such charges to Agent’s and upon Agent’s request, Borrowers
shall exclude from the debt service rents from said tenant or
resident.

       

      
        
           


        

        
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      Section
7.18  Anti-Money Laundering
Compliance.

       

      (a)           Borrower Compliance with
Anti-Money Laundering Laws.  Borrowers covenant to Agent and
Lender that they shall take reasonable measures appropriate to the circumstances
(in any event as required by law), to ensure that Borrowers are in compliance
with all current and future Anti-Money Laundering Laws and laws, regulations and
government guidance for the prevention of terrorism, terrorist financing and
drug trafficking.

       

      (b)           Notification of Agent;
Quarantine Steps.  Borrowers shall immediately notify Agent if
Borrowers obtain actual knowledge that any holder of a direct or indirect
interest in any Borrower, or any director, manager or officer of any of such
holder, (i) has been listed on any of the Lists, (ii) has become a Designated
Person, (iii) is under investigation by any governmental authority for, or has
been charged with or convicted of, money laundering drug trafficking,
terrorist-related activities or other money laundering predicate crimes, or any
violation of the BSA, (iv) has been assessed civil penalties under any
Anti-Money Laundering Laws, or (v) has had funds seized or forfeited in an
action under any Anti-Money Laundering Laws.

       

      Section
7.19  Employees.

       

      No
Borrower shall have any employees while any portion of the Loan is
outstanding.

       

      Section
7.20  Development of Adjacent
Parcel at Lexington.  Borrowers will not permit the development
of an assisted living facility, an independent living facility or an
alzheimer’s/dementia facility on the 1.5 acre parcel located adjacent (to the
north) of the Lexington Project and owned by Affiliates of Borrowers or RSC
Principals.

       

      Section
7.21  Representations and
Warranties.

       

      Borrowers
will cause all representations and warranties to remain true and correct all
times during the term of this Agreement and while any portion of the Loan
remains outstanding.

       

      
        
           


        

        
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    Section
7.22  Cooperation.

     

    Borrowers
acknowledge that Lender and its successors and assigns may (a) sell, transfer or
assign this Agreement, the Note and the other Loan Documents to one or more
investors as a whole loan, in a rated or unrated public offering or private
placement, (b) participate the Loan to one or more investors in a rated or
unrated public offering or private placement, (c) deposit the Loan Documents
with a trust, which trust may sell certificates to investors evidencing an
ownership interest in the trust assets in a rated or unrated public offering or
private placement, or (d) otherwise sell the Loan or interest therein to
investors in a rated or unrated public offering or private placement (the
transactions referred to in clauses (a) through (d) are hereinafter referred to
as “Secondary Market
Transactions”).  Borrowers shall cooperate in good faith with
Agent and Lender in effecting any such Secondary Market Transaction and shall
cooperate in good faith to implement all requirements reasonably imposed by the
participants involved in any Secondary Market Transaction (including without
limitation, an institutional purchaser, participant or investor) including,
without limitation, all structural or other changes to the Loan, modifications
to any documents evidencing or securing the Loan, delivery of opinions of
counsel reasonably acceptable to such other purchasers, participants or
investors may reasonably require; provided, however, that Borrowers shall not be
required to modify any documents evidencing or securing the Loan which would (i)
modify the interest rate payable under the Note, (ii) modify the stated maturity
of the Note, (iii) modify the amortization of principal of the Note, (iv) modify
or conflict with any other material terms or covenants of the Loan, (v) conflict
with any Master Lease or (vi) increase the Borrowers liability or obligations
under the Loan Documents.  Borrowers shall provide such information
and documents relating to Borrowers, Loan Parties, the Projects and the Master
Tenants.  Borrowers acknowledge that certain information regarding the
Loan and the Loan Parties and the Projects may be included in a private
placement memorandum, prospectus or other disclosure
documents.  Lender shall be permitted to share all such information
with the investment banking firms, Rating Agencies, accounting firms, law firms
and other third-party advisory firms involved with the Loan and the Loan
Documents or the applicable Secondary Market Transaction.  Lender
shall have the right (but shall be under no obligation) to make available to any
party for the purpose of granting participations in or selling, transferring,
assigning or conveying all or any part of the Loan (including any governmental
agency or authority and any prospective bidder at any foreclosure sale of the
Projects) any and all information which Lender may have with respect to the
Projects, Borrowers and any Borrower Party, whether provided by Borrowers, any
Borrower Party or any third party, or obtained as a result of any environmental
assessments.  Borrowers and each Borrower Party agree that Lender
shall have no liability whatsoever as a result of delivering any such
information to any third party, and Borrowers and the other Borrower Parties, on
behalf of themselves and their successors and assigns, hereby release and
discharge Lender from any and all liabilities, claims, damages, or causes of
action arising out of, connected with or incidental to the delivery of any such
information to any third party.  Lender shall be permitted to share
all such information with the investment banking firms, Rating Agencies,
accounting firms, law firms and other third-party advisory firms involved with
the Loan and the Loan Documents or the applicable Secondary Market
Transaction.  Lender shall have the right (but shall be under no
obligation) to make available to any party for the purpose of granting
participations in or selling, transferring, assigning or conveying all or any
part of the Loan (including any governmental agency or authority and any
prospective bidder at any foreclosure sale of the Projects) any and all
information which Lender may have with respect to the Projects, Borrowers and
any Borrower Party, whether provided by Borrowers, any Borrower Party or any
third party, or obtained as a result of any environmental
assessments.  Borrowers and each Borrower Party agree that Lender
shall have no liability whatsoever as a result of delivering any such
information to any third party, and Borrowers and the other Borrower Parties, on
behalf of themselves and their successors and assigns, hereby release and
discharge Lender from any and all liabilities, claims, damages, or causes of
action arising out of, connected with or incidental to the delivery of any such
information to any third party.

     

    Section
7.23  Master
Leases.

     

    Borrowers
shall not, without Agent’s prior written consent, amend or terminate any Master
Lease.


    
      
         


      

      
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    Section
7.24  Property Management
Agreements.

     

    Borrowers
shall not, without Agent’s prior written consent, amend or terminate or permit
the amendment or termination of any Management Agreement; provided, that the
applicable Property Manager may terminate the Management Agreement in accordance
with its terms,  subject to the provisions of the Amended and Restated
Subordination of Management Agreement.

     

    Section
7.25  Operating and Financial
Covenants.

     

    The
Projects and/or Borrowers shall satisfy each of the following covenants, to be
determined as of the end of each calendar quarter (the “Determination Date”) during
the term of the Loan:

     

    (a)           Occupancy.  The
Projects shall maintain an average occupancy during the calendar quarter prior
to the Determination Date of not less than 80% of the occupancy of the Projects
(on a combined basis) as of the Restatement Date.

     

    (b)          Debt Service
Coverage.  The Projects shall have achieved an annualized Debt
Service Coverage Ratio of at least 1.30 to 1.00 based upon the trailing twelve
(12) full calendar months prior to the Determination Date.

     

    (c)           Project
Yield.  The Projects shall have achieved a Project Yield of 11%
for the trailing twelve (12) full calendar months prior to the Determination
Date.

     

    Upon
provision of a Compliance Certificate to Agent and if the Projects are not in
compliance with the financial covenants in 7.25(b) or (c) above as of any
Determination Date, Borrowers shall have thirty (30) days to cure such failure
(the “Covenant Cure
Period”) by paying down the Loan (each an “Equity Cure”) in an amount
sufficient to result in Borrower being in pro forma compliance with the
financial covenants in 7.25(b) or (c) above as of such Determination Date
(“Equity Cure Amount”);
provided, that
the Borrowers shall have the right to exercise this Cure Right only three (3)
times during the term of this Agreement, and the Cure Right shall not be
exercised more than twice during any four (4) consecutive fiscal
quarters..  If Borrowers fail to provide any Equity Cure Amount not
later than the last day of the expiration of the Covenant Cure Period and
provide to Agent evidence reasonably satisfactory to Agent that the Projects are
in pro forma compliance with the above financial covenants for 12-month period
ending on the last day of the Covenant Cure Period, such failure shall
constitute an Event of Default hereunder.

     

    Section
7.26  Required Repairs and Post
Closing Requirements.

     

    Borrowers
shall provide evidence reasonably satisfactory to Lender that the repairs listed
on Part A of Schedule
III have been completed within ninety (90) days of the Restatement Date,
all of which shall be performed in a manner satisfactory to Agent and shall be
subject to inspection by Agent.  Borrowers shall also satisfy the Post
Closing Requirements within the time periods set forth on Part B of Schedule
III.


    
      
         


      

      
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    ARTICLE
VIII

     

    HEALTH CARE
MATTERS

     

    Section
8.1  Healthcare
Laws.

     

    (a)          Without
limiting the generality of any other provision of this Agreement, each Borrower,
Property Manager and Master Tenants and their employees and contractors (other
than contracted agencies) in the exercise of their duties on behalf of any
Borrower, Property Manager or Master Tenants (with respect to its operation of
the Projects) shall be in compliance with all applicable Laws relating to
patient healthcare and/or patient healthcare information, including without
limitation the Health Insurance Portability and Accountability Act of 1996, as
amended, and the rules and regulations promulgated thereunder (“HIPAA”) (collectively, “Healthcare
Laws”).  Each Borrower, Property Manager and Master Tenant has
maintained and shall continue to maintain in all material respects all records
required to be maintained by such Person any Governmental Authority or otherwise
under the Healthcare Laws and there are no presently existing circumstances
which would result or likely would result in material violations of the
Healthcare Laws.  Each Borrower, Property Manager and Master Tenant
has and will maintain all Governmental Approvals necessary under applicable Laws
to own and/or operate the Projects, as applicable (including such Governmental
Approvals as are required under such the Healthcare Laws).

     

    (b)          If
(i) any Borrower, Property Manager or Master Tenant is a “covered entity” within
the meaning of the Health Insurance Portability and Accountability Act of 1996,
as amended, and the rules and regulations promulgated thereunder (“HIPAA”) or
submits claims or reimbursement requests to Third Party Programs
“electronically” (within the meaning of HIPAA) or (ii) Property Manager or
Master Tenant (with respect to its operation of the Projects) is subject to the
“Administrative Simplification” provisions of HIPAA, then such Persons (x) have
undertaken or will promptly undertake all necessary surveys, audits,
inventories, reviews, analyses and/or assessments (including any necessary risk
assessments) of all areas of its business and operations required by HIPAA
and/or that could be adversely affected by the failure of such Person(s) to be
HIPAA Compliant (as defined below); (y) have developed or will promptly develop
a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and
(z) have implemented or will implement those provisions of such HIPAA Compliance
Plan in all material respects necessary to ensure that such Persons are or
become HIPAA Compliant.  For purposes hereof, “HIPAA Compliant” shall mean
that each Borrower, Property Manager and Master Tenant, as applicable (A) is or
will be in compliance with each of the applicable requirements of the so-called
“Administrative Simplification” provisions of HIPAA on and as of each date that
any part thereof, or any final rule or regulation thereunder, becomes effective
in accordance with its or their terms, as the case may be (each such date, a
“HIPAA Compliance Date”)
if and to the extent any Borrower, Master Tenant or Property Manager are
subjected to such provisions, rules or regulations, and (B) is not and could not
reasonably be expected to become, as of any date following any such HIPAA
Compliance Date, the subject of any civil or criminal penalty, process, claim,
action or proceeding, or any administrative or other regulatory review, survey,
process or proceeding (other than routine surveys or reviews conducted by any
government health plan or other accreditation entity) that could result in any
of the foregoing or that could reasonably be expected to adversely affect any
Borrower’s, Property Manager’s or Master Tenant’s business, operations, assets,
properties or condition (financial or otherwise), in connection with any actual
or potential violation by any Borrower, Property Manager or Master Tenant of the
then effective provisions of HIPAA.


    
      
         


      

      
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    (c)           If
and to the extent required under applicable Laws, each Borrower, Master Tenant
and/or Property Manager has and shall maintain in full force and effect a valid
certificate of need (“CON”) or similar certificate,
license, or approval issued by the State Regulator for the requisite number of
Licensed Beds in the Projects (as shown on Exhibits A-1 through
A-2 attached
hereto), and a provider agreement or other required documentation of approved
provider status for each provider payment or reimbursement program listed in
Exhibit E hereto, if applicable.  All required Government Approvals
necessary for operation of the Projects are listed on Exhibit F hereto
(collectively with the CON, if applicable, the “Licenses”).  Each
Borrower, Property Manager and/or Master Tenant shall operate the Projects in a
manner such that the Licenses shall remain in full force and
effect.  True and complete copies of the Licenses have been delivered
to Agent.

     

    Section
8.2  Representations, Warranties
and Covenants Regarding Healthcare Matters.

     

    Each
Borrower represents, warrants covenants and agrees with Agent and Lenders
that:

     

    (a)           Borrowers,
together with Master Tenants and Property Managers are using and operating the
Projects as assisted living facilities and/or independent senior housing and/or
Alzheimer’s facilities, having the number of Licensed Beds as set forth in Exhibits A-1 through
A-2 attached
hereto (as modified from time to time with Agent’s consent).

     

    (b)           All
Licenses necessary or desirable for using and operating the Projects for the
uses described in ‎Section 8.2(a) above
are held by Master Tenants in the name of the applicable Master Tenant as
required under applicable law, and are in full force and effect, including, if
applicable, the CON.

     

    (c)           The
Licenses:

     

    (i)           Are
not now and will not be pledged as collateral security for any loan or
indebtedness, other than the Loan; and

     

    (ii)          Shall
continue in full force and effect throughout the term of the Loan and are held
free and will remain free from restrictions or known conflicts, and shall not be
provisional, probationary or restricted in any way, which would materially
impair the use or operation of the Projects for the uses described in ‎Section 8.2(a)
above.

     

    (d)           No
Borrower, Property Manager or Master Tenant shall do (or suffer to be done) any
of the following:

     

    (i)           Rescind,
withdraw, revoke, or amend the number of Licensed Beds permitted under Licenses
or otherwise amend the Licenses in such a manner that results in a material
adverse effect on the rates charged or otherwise diminish or impair the nature,
tenor or scope of the Licenses without Agent’s consent;


    
      
         


      

      
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    (ii)          Amend
or otherwise change any Project’s authorized units/beds capacity and/or the
number of Licensed Beds approved by the State Regulator;

     

    (iii)         Replace
or transfer all or any part of any Project’s units or beds to another site or
location; or

     

    (iv)         Voluntarily
transfer or encourage the transfer of any resident of any Project to any other
facility, unless such transfer is at the request of the resident or is for
reasons relating to the health, required level of medical care or safety of the
resident to be transferred.

     

    (e)           If
and when any Borrower, Property Manager or Master Tenant participates in any
Medicare or Medicaid or other Third-Party Payor Programs with respect to any
Project, said Project will remain in compliance with all requirements for
participation in Medicare and Medicaid, including the Medicare and Medicaid
Patient Protection Act of 1987, as it may be amended, and such other third party
payor programs.  Each Project is and will remain in conformance in all
material respects with all insurance, reimbursement and cost reporting
requirements, and, if applicable, have a current provider agreement that is in
full force and effect under Medicare and Medicaid.

     

    (f)           There
is no, and during the term of the Loan there shall be no, threatened, existing
or pending revocation, suspension, termination, probation, restriction,
limitation, or nonrenewal affecting any Borrower, Property Manager or Master
Tenant or any Project or any participation or provider agreement with any
third-party payor, including Medicare, Medicaid, Blue Cross and/or Blue Shield,
and any other private commercial insurance managed care and employee assistance
program (such programs, the “Third-Party Payor Programs”)
to which any Borrower, Property Manager or Master Tenant may presently be
subject with respect to any Project, or at any time hereafter is
subject.  No Borrower, Property Manager or Master Tenant, other than
in the normal course of business, shall change the terms of any of the
Third-Party Payor Programs now or hereinafter in effect or their normal billing
payment or reimbursement policies and procedures with respect thereto (including
the amount and timing of finance charges, fees and write-offs).  All
Medicaid, Medicare and private insurance cost reports and financial reports
submitted by any Borrower, Property Manager or Master Tenant, if any, are and
will be materially accurate and complete and have not been and will not be
misleading in any material respects.  No cost reports for any Project
remain open or unsettled.

     

    (g)           None
of any Borrower, any Project or any Property Manager or Master Tenant is or will
be the subject of any proceeding by any Governmental Authority, and no notice of
any violation has been or will be issued by a Governmental Authority that would,
directly or indirectly, or with the passage of time:

     

    (i)           Have
a material adverse impact on any Borrower’s or Master Tenant’s ability to accept
and/or retain patients or residents or operate the Projects for their current
use or result in the imposition of a fine, a sanction, a lower rate
certification or a lower reimbursement rate for services rendered to eligible
patients or residents;


    
      
         


      

      
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    (ii)          Modify,
limit or annul or result in the transfer, suspension, revocation or imposition
of probationary use of any of the Licenses; or

     

    (iii)         If
applicable, affect any Borrower’s, Property Manager’s or Master Tenant’s
continued participation in the Medicaid or Medicare programs or any other of the
Third-Party Payors Programs, or any successor programs thereto, at then current
rate certifications.

     

    (h)           No
statement of charges or deficiencies has been made or penalty enforcement action
has been undertaken against any Project, Borrower, Property Manager, Master
Tenant or Managing Member or against any officer, director, partner, member or
stockholder of any Borrower, Property Manager, Master Tenant or Managing Member,
by any Governmental Authority during the last five calendar years, and there
have been no violations over the past five years which have threatened any
Project’s, Property Manager’s, Master Tenant’s, Managing Member’s or any
Borrower’s certification for participation in Medicare or Medicaid or the other
Third-Party Payor Programs.

     

    (i)         
  To the knowledge of Borrower, there are no current, pending or
outstanding Medicaid, Medicare or Third-Party Payor Programs reimbursement
audits or appeals pending at the Projects, and there are no years that are
subject to audit.

     

    (j)        
   To the knowledge of Borrower, there are no current or pending
Medicaid or Medicare or Third-Party Payor Programs recoupment efforts at the
Projects.  No Borrower, Property Manager, Master Tenant or Managing
Member is 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, including those authorized under the Hill-Burton Act (42 U.S.C.
291, et seq.), as it may be amended.

     

    (k)           To
the knowledge of Borrower, there are no and there will remain no patient or
resident care agreements with patients or residents which deviate in any
material adverse respect from the form agreements which have been delivered to
and approved by Agent pursuant to ‎Section 4.2 of this
Loan Agreement.

     

    (l)       
    In the event any Management Agreement or Master Lease is
terminated or in the event of foreclosure or other acquisition of the Projects
by Agent or its designee or any purchaser at a foreclosure sale or by acceptance
of a deed in lieu of foreclosure, Borrowers, Agent, any subsequent manager or
tenant or any subsequent purchaser need not obtain a CON prior to applying for
and receiving Medicare or Medicaid payments.

     

    (m)          All
patient or resident records at each Project, including patient or resident trust
fund accounts, are, to Borrower’s knowledge, true and correct in all material
respects, and will remain true and correct in all material
respects.

     

    
      
        
        

      

      
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    Section
8.3  Cooperation.


    From time
to time, upon the request of Agent if a Potential Default exists hereunder,
Borrowers shall, and shall cause Master Tenants to complete, execute and deliver
to Agent any applications, notices, documentation, and other information
necessary or desirable, in Agent’s judgment, to permit Agent or its designee
(including a receiver) to obtain, maintain or renew any one or more of the
Licenses for the Projects (or to become the owner of the existing Licenses for
the Projects) and to the extent permitted by applicable Laws to obtain any other
provider agreements or Governmental Approvals then necessary or desirable for
the operation of the Projects by Agent or its designee for their current use
(including, without limitation, any applications for change of ownership of the
existing Licenses or change of control of the owner of the existing
Licenses).  To the extent permitted by applicable Laws, (i) Agent is
hereby authorized (without the consent of Borrowers or Master Tenants) to submit
any such applications, notices, documentation or other information which
Borrowers caused to be delivered to Agent in accordance with the above
provisions to the applicable Governmental Authorities, or to take such other
steps as Agent may deem advisable to obtain, maintain or renew any License or
other Governmental Approvals in connection with the operation of the Projects
for their current use, and Borrowers agree to cooperate and to cause Master
Tenants to cooperate with Agent in connection with the same and (ii) Borrowers,
upon demand by Agent, shall take any action and cause Master Tenants to take any
action necessary or desirable, in Agent’s sole judgment, to permit Agent or its
designee (including a receiver) to use, operate and maintain the Projects for
their current use.  If Borrowers fail to comply with the provisions of
this ‎Section 8.3 for any
reason whatsoever, Borrowers hereby irrevocably appoint Agent and its designee
as Borrowers’ attorney-in-fact, with full power of substitution, to take any
action and execute any documents and instruments necessary or desirable in
Agent’s sole judgment to permit Agent or its designee to undertake Borrowers’
obligations under this ‎Section 8.3,
including obtaining any Licenses or Governmental Approvals then required for the
operation of the Projects by Agent or its designee for their current
use.  The foregoing power of attorney is coupled with an interest and
is irrevocable and Agent may exercise its rights thereunder in addition to any
other remedies which Agent may have against Borrowers, Guarantors or Principal
as a result of a Borrower’s breach of the obligations contained in this ‎Section
8.3.

     

    ARTICLE
IX

     

    EVENTS OF
DEFAULT

     

    Each of
the following shall constitute an Event of Default:

     

    Section
9.1  Payments.

     

    Failure
of Borrowers to pay within ten (10) days after the date when due any of the
payment obligations of Borrowers due under the Loan Documents, or Borrowers’
failure to pay the Loan at the Maturity Date, whether by acceleration or
otherwise.

     

    Section
9.2  Certain
Covenants.

     

    Borrowers’
failure to (a) maintain insurance as required under ‎Section 3.1 of this
Agreement; (b) maintain its status as a Single Purpose Entity as required by
‎Section 7.7; (c)
permit inspections as required by ‎Section 7.1; (d)
strictly comply with the provisions of ‎Section 7.2(a); (e)
to deliver financial statements and reports as required by ‎Article VI; (f)
strictly comply with the provisions of ‎Section 8.1(c)
(licenses and other matters) ‎Section 8.2(b) and
‎(c) (licenses) ‎Section 7.19
(employees), ‎Section 7.23 (Master
Leases), Section
7.24 (Management Agreements), Section 7.25
(Financial Covenants); (g) failure of Borrower to strictly comply with Section 8
(no additional liens) and Section 6(f)(iii) (no interference with Agent’s liens
on Leases and Rents) of the Security Documents; and (h) provide Agent with ten
(10) days prior written notice of changes of the state of any Borrower’s
formation or any Borrower’s name.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    Section
9.3  Sale,
Encumbrance, Etc.

     

    The sale,
transfer, conveyance, pledge, mortgage or assignment of any part or all of any
Project, or any interest therein, or of any interest in Borrowers or any Loan
Party, in violation of ‎Section 7.2 of this
Agreement.

     

    Section
9.4  Covenants.

     

    Borrowers’
failure to perform or observe any of the agreements and covenants contained in
this Agreement or in any of the other Loan Documents, and the continuance of
such failure for ten (10) days after notice by Agent to Borrowers; however,
subject to any shorter period for curing any failure by Borrowers as expressly
specified in any of the other Loan Documents, Borrowers shall have an additional
thirty (30) days to cure such failure if (a) such failure does not involve the
failure to make payments on a monetary obligation; (b) such failure cannot
reasonably be cured within ten (10) days; (c) Borrowers commenced to cure such
failure promptly after written notice thereof and are diligently undertaking to
cure such default, and (d) Borrowers have provided Agent with security
reasonably satisfactory to Agent against any interruption of payment or
impairment of collateral as a result of such continuing failure; provided that
the notice and cure provisions of this ‎Section 9.4 do not
apply to the Events of Default described in any other section of this ‎Article
IX.

     

    Section
9.5  Representations and
Warranties.

     

    Any
representation or warranty made in any Loan Document proves to be untrue in any
material respect when made or deemed made.

     

    Section
9.6  Other
Encumbrances.

     

    Any
default under any document or instrument, other than the Loan Documents,
evidencing or creating a Lien on any Project or any part thereof, which is not
removed from the Project, by bonding or otherwise in a manner satisfactory to
Agent within forty-five (45) days after Borrowers receive written notice thereof
and otherwise in accordance with the terms hereof.

     

    Section
9.7  Involuntary Bankruptcy or
Other Proceeding.

     

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


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    Section
9.8  Voluntary Petitions,
etc.

     

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

     

    Section
9.9  Management
Agreement.

     

    The
occurrence of a default under the Management Agreement, which remains uncured
beyond any applicable grace or cure periods available to any
Borrower.

     

    Section
9.10  False
Reports.

     

    Any
statement, report or certificate made or delivered to Agent by Borrowers, any
Loan Party or any Master Tenant is not materially true and complete when made or
delivered.

     

    Section
9.11  Control.

     

    Subject
to the provisions of ‎Section 7.2(b)
hereof, the Cornerstone Principal ceases at any time to control (through their
direct or indirect interests, office or position in Managing Member) the
day-to-day management of Borrowers.  To avoid all doubt, if the RSC
Principals shall collectively, directly or indirectly, own a majority of the
Managing Member, then it shall be an Event of Default if the RSC Principals
cease at any time to control (through their then direct or indirect interests or
office or position in Managing Member) the day-to-day management of
Borrower.

     

    Section
9.12  Money
Laundering.

     

    (a)           Any
Loan Party is listed on the Lists or (i) is convicted or (ii) pleads nolo contendere to charges
involving money laundering or predicate crimes to money laundering.

     

    (b)           Any
Borrower or Loan Party is charged with crimes involving money laundering or
predicate crimes to money laundering, and such Borrower does not, within thirty
(30) days, obtaining the dismissal of such charges without further
investigation.

     

    (c)           If
a tenant under any Lease is listed on the Lists or (i) is convicted, or (ii)
pleads nolo contendere
to charges involving money laundering or predicate crimes to money laundering,
and proceeds from the rents of such tenant are used to pay debt service and
Borrowers fail to give Agent such representations and verifications as Agent
shall reasonably request that such rents are not being used to pay debt
service.


    
      
         


      

      
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    Section
9.13  Loan
Documents.

     

    The
occurrence of a default under any of the other Loan Documents, which continues
uncured beyond any applicable notice and grace periods provided under such Loan
Document, or the occurrence of an “Event of Default” as defined
in any other Loan Document.

     

    Section
9.14  Reserved.

     

    Section
9.15  Master
Leases.

     

    The
occurrence of a default under any Master Lease which continues uncured beyond
any applicable notice and grace period provided under such Master
Lease.

     

    ARTICLE
X

     

    REMEDIES

     

    Section
10.1  Remedies - Insolvency
Events.

     

    Upon the
occurrence of any Event of Default described in ‎Section 9.7 and ‎Section 9.8, the
obligations of Lender to advance amounts hereunder shall immediately terminate,
and all amounts due under the Loan Documents immediately shall become due and
payable, all without written notice and without presentment, demand, protest,
notice of protest or dishonor, notice of intent to accelerate the maturity
thereof, notice of acceleration of the maturity thereof, or any other notice of
default of any kind, all of which are hereby expressly waived by Borrowers;
however, if the Bankruptcy Party under ‎Section 9.7 and ‎Section 9.8 is other
than a Borrower, then all amounts due under the Loan Documents shall become
immediately due and payable at Lender’s election, in Agent’s sole
discretion.

     

    Section
10.2  Remedies - Other
Events.

     

    Except as
set forth in ‎Section 10.1 above,
while any Event of Default exists, Agent may (a) by written notice to Borrowers,
declare the entire Loan to be immediately due and payable without presentment,
demand, protest, notice of protest or dishonor, notice of intent to accelerate
the maturity thereof, notice of acceleration of the maturity thereof, or other
notice of default of any kind, all of which are hereby expressly waived by
Borrowers, (b) terminate the obligation, if any, of Lender to advance amounts
hereunder, and (c) exercise all rights and remedies therefore under the Loan
Documents and at law or in equity.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Section
10.3  Agent’s Right to Perform the
Obligations.


    If
Borrowers shall fail, refuse or neglect to make any payment or perform any act
required by the Loan Documents, then while any Event of Default exists, and
without notice to or demand upon Borrowers and without waiving or releasing any
other right, remedy or recourse Agent or Lender may have because of such Event
of Default, Agent may (but shall not be obligated to) make such payment or
perform such act for the account of and at the expense of Borrowers, and shall
have the right to enter upon the Projects for such purpose and to take all such
action thereon and with respect to the Projects as it may deem necessary or
appropriate.  If Agent shall elect to pay any sum due with reference
to the Projects, Agent may do so in reliance on any bill, statement or
assessment procured from the appropriate governmental authority or other issuer
thereof without inquiring into the accuracy or validity
thereof.  Similarly, in making any payments to protect the security
intended to be created by the Loan Documents, Agent shall not be bound to
inquire into the validity of any apparent or threatened adverse title, lien,
encumbrance, claim or charge before making an advance for the purpose of
preventing or removing the same.  Additionally, if any Hazardous
Materials (as defined in the Environmental Indemnity Agreement) affect or
threaten to affect any Project, Agent may (but shall not be obligated to) give
such notices and take such actions as it deems necessary or advisable in order
to abate the discharge of any Hazardous Materials or remove the Hazardous
Materials.  In exercising any rights under the Loan Documents or
taking any actions provided for therein, Agent may act through its employees,
agents or independent contractors as authorized by Agent.  Borrowers
shall indemnify Agent and Lender for all losses, expenses, damages, claims and
causes of action, including reasonable attorneys’ fees, incurred or accruing by
reason of any acts performed by Agent or Lender pursuant to the provisions of
this ‎Section 10.3,
including those arising from the joint, concurrent, or comparative negligence of
Agent or Lender, except as a result of Agent or Lender’s gross negligence or
willful misconduct.  All sums paid by Agent or Lender pursuant to this
‎Section 10.3, and all
other sums expended by Agent or Lender to which they shall be entitled to be
indemnified, together with interest thereon at the Default Rate from the date of
such payment or expenditure until paid, shall constitute additions to the Loan,
shall be secured by the Loan Documents and shall be paid by Borrowers to Agent
upon demand.

     

    ARTICLE
XI

     

    MISCELLANEOUS

     

    Section
11.1  Notices.

     

    Any
notice required or permitted to be given under this Agreement shall be in
writing and either shall be mailed by certified mail, postage prepaid, return
receipt requested, or sent by overnight air courier service, or personally
delivered to a representative of the receiving party, or sent by telecopy
(provided an identical notice is also sent simultaneously by mail, overnight
courier, or personal delivery as otherwise provided in this ‎Section
11.1).  All such communications shall be mailed, sent or
delivered, addressed to the party for whom it is intended at its address set
forth below.

     

    
      
        
          
            	
                    If
      to Borrowers:

                  	
                    c/o
      Cornerstone Oakleaf Village, LLC

                  
	 
      	
                    c/o
      Cornerstone Healthcare Plus REIT, Inc.

                  
	 
      	
                    Attn:  Sharon
      C. Kaiser, Chief Financial Officer

                  
	 
      	
                    1920
      Main Street, Suite 400

                  
	 
      	
                    Irvine,
      California 92614

                  
	 
      	
                    Telephone
      No.:  949.263.4326

                  
	
                     

                  	
                    Telecopy
      No.:    949.250.0592

                  
	 
      	 
      
	
                    With
      a copy to:

                  	
                    Servant
      Healthcare Investments, LLC

                  
	 
      	
                    Attn:
      Kevin Maddron

                  
	 
      	
                    1000
      Legion Place, Ste.
1750

                  


          

        

      

    


    
      
         


      

      
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                                Orlando,
      Florida 32801

                              
	 
      	
                                Telephone
      No.:  407.999.7772

                              
	 
      	
                                Telecopy
      No.:    407.999.7759

                              
	 	 
	
                                With
      a copy to:

                              	
                                Foley
      & Lardner LLP

                              
	 
      	
                                111
      North Orange Avenue

                              
	 
      	
                                Suite
      1800

                              
	 
      	
                                Orlando,
      Florida 32801

                              
	 
      	
                                Attention:  
         Michael A. Okaty, Esq.

                              
	 
      	
                                Telephone:   
      407.244.3229

                              
	 
      	
                                Facsimile:      407.648.1743

                              
	 	 
	
                                If
      to Agent:

                              	
                                General
      Electric Capital Corporation

                              
	 
      	
                                Loan
      Nos.  07-0004226

                              
	 
      	
                                                   07-0014226

                              
	 
      	
                                500
      West Monroe Street

                              
	 
      	
                                Chicago,
      Illinois  60661

                              
	 
      	
                                Attention:
      Michelle R. Kelly

                              
	 
      	
                                Facsimile:
      (866) 769-9860

                              
	 	 
	
                                With
      a copy to:

                              	
                                General
      Electric Capital Corporation

                              
	 
      	
                                Loan
      Nos.   07-0004226

                              
	 
      	
                                                    07-0014226

                              
	 
      	
                                500
      West Monroe Street

                              
	 
      	
                                Chicago,
      Illinois  60661

                              
	 
      	
                                Attention:   Brian
      Beckwith

                              
	 
      	
                                                    Jeff
      Muchmore

                              
	 
      	
                                Facsimile:    (866)
      207-0498

                              
	 
      	
                                                     (866)
      254-1971

                              
	 	 
	
                                And
      a copy to:

                              	
                                General
      Electric Capital Corporation

                              
	 
      	
                                Loan
      Nos.   07-0004226

                              
	 
      	
                                                    07-0014226

                              
	 
      	
                                5804
      Trailridge Drive

                              
	 
      	
                                Austin,
      Texas  78731

                              
	 
      	
                                Attention:
      Diana Pennington, Chief Counsel

                              
	 
      	
                                Facsimile: 
      (866)
221-0433

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    Notices
shall be deemed given when (1) actually delivered, (2) on the first Business Day
after deposit with an overnight air courier service for delivery on the next
Business Day, or (3) on the third Business Day after deposit in the United
States mail, postage prepaid, in each case to the address of the intended
addressee (except as otherwise provided in the Security Document), and any
communication so delivered in person shall be deemed to be given when receipted
for by, or actually received by Agent or Borrowers, as the case may
be.  If given by telecopy, a notice shall be deemed given and received
when the telecopy is transmitted to the party’s telecopy number specified above,
and confirmation of complete receipt is received by the transmitting party
during normal business hours or on the next Business Day if not confirmed during
normal business hours, and an identical notice is also sent simultaneously by
mail, overnight courier, or personal delivery as otherwise provided in this
‎Section
11.1.  Either party may designate a change of address by
written notice to the other by giving at least ten (10) days prior written
notice of such change of address.


    
      
         


      

      
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    Section
11.2  Amendments and
Waivers.

     

    No
amendment or waiver of any provision of the Loan Documents shall be effective
unless in writing and signed by the party against whom enforcement is
sought.

     

    Section
11.3  Limitation on
Interest.

     

    It is the
intention of the parties hereto to conform strictly to applicable usury
laws.  Accordingly, all agreements between Borrowers, Agent and Lender
with respect to the Loan are hereby expressly limited so that in no event,
whether by reason of acceleration of maturity or otherwise, shall the amount
paid or agreed to be paid to Lender or charged by Lender for the use,
forbearance or detention of the money to be lent hereunder or otherwise, exceed
the maximum amount allowed by law.  If the Loan would be usurious
under applicable law, then, notwithstanding anything to the contrary in the Loan
Documents: (a) the aggregate of all consideration which constitutes interest
under applicable law that is contracted for, taken, reserved, charged or
received under the Loan Documents shall under no circumstances exceed the
maximum amount of interest allowed by applicable law, and any excess shall be
credited on the Note the holder thereof (or, if the Note has been paid in full,
refunded to Borrowers); and (b) if maturity is accelerated by reason of an
election by Agent or Lender, or in the event of any prepayment, then any
consideration which constitutes interest may never include more than the maximum
amount allowed by applicable law.  In such case, excess interest, if
any, provided for in the Loan Documents or otherwise, to the extent permitted by
applicable law, shall be amortized, prorated, allocated and spread from the date
of advance until payment in full so that the actual rate of interest is uniform
through the term hereof.  If such amortization, proration, allocation
and spreading is not permitted under applicable law, then such excess interest
shall be cancelled automatically as of the date of such acceleration or
prepayment and, if theretofore paid, shall be credited on the Note (or, if the
Note has been paid in full, refunded to Borrowers).  The terms and
provisions of this ‎Section 11.3 shall
control and supersede every other provision of the Loan
Documents.  The Loan Documents are contracts made under and shall be
construed in accordance with and governed by the laws of the State of Illinois,
except that (1) if at any time the laws of the United States of America permit
Lender to contract for, take, reserve, charge or receive a higher rate of
interest than is allowed by the laws of the State of Illinois (whether such
federal laws directly so provide or refer to the law of any state), then such
federal laws shall to such extent govern as to the rate of interest which Lender
may contract for, take, reserve, charge or receive under the Loan Documents and
(2) to the extent otherwise specified in any of the Loan
Documents.


    
      
         


      

      
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    Section
11.4  Invalid
Provisions.

     

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

     

    Section
11.5  Reimbursement of Expenses;
Portfolio Administration Fee.

     

    (a)           Borrowers
shall pay all expenses incurred by Agent and Lenders in connection with the
Loan, including, without limitation, (i) out-of-pocket costs and expenses of
Agent and Lender in connection with (a) the negotiation, preparation, execution
and delivery of the Loan Documents and the documents and instruments referred to
therein; (b) due diligence with respect to the Collateral and the creation,
perfection or protection of Agent’s liens in the Collateral (including, without
limitation, fees and expenses for title and lien searches, premiums for title
insurance and endorsements thereto, amended or replacement Security Documents,
Uniform Commercial Code financing statements or other collateral security
instruments, title insurance premiums and filing and recording fees, third party
due diligence expenses for the Projects plus travel expenses, accounting firm
fees, costs of the appraisals and Site Assessments (and the environmental
consultant), the engineering reports, audit costs and costs and fees incurred in
connection with arranging, setting up, servicing any pledged accounts or similar
collateral); (c) the negotiation, preparation, execution and delivery of any
amendment, waiver, restructuring, workout or consent relating to any of the Loan
Documents, (d) the settlement of or dispute regarding condemnation and casualty
awards and (e) the preservation of rights under and enforcement of the Loan
Documents and the documents and instruments referred to therein, including any
communications or discussions relating to any action that any Borrower shall
from time to time request Agent to take, as well as any restructuring or
rescheduling of the Loan, and (ii) the fees, expenses and other charges of
counsel to Agent and the Lender in connection with all of the foregoing;
provided, in no event shall Borrowers be required to pay such fees, expenses and
other charges in connection with any legal action in which Borrowers are the
prevailing party.  Borrowers shall, upon request, promptly reimburse
Agent and Lender for all amounts expended, advanced or incurred by Agent and
Lender to collect the Note, or to enforce the rights of Agent and Lender under
this Agreement or any other Loan Document, or to defend or assert the rights and
claims of Agent and Lender under the Loan Documents or with respect to the
Projects (by litigation or other proceedings), which amounts will include all
court costs, attorneys’ fees and expenses, fees of auditors and accountants, and
investigation expenses as may be incurred by Agent and Lender in connection with
any such matters (whether or not litigation is instituted), together with
interest at the Default Rate on each such amount from the date of disbursement
until the date of reimbursement to Agent, all of which shall constitute part of
the Loan and shall be secured by the Loan Documents.

     

    (b)           Borrowers
shall also pay to Agent on the twelfth (12th) day of each month during the term
of the Loan, in addition to all other amounts due under the Loan Documents, the
sum of One Hundred Fifty and No/100 Dollars ($150.00) per Project, which Agent
shall apply against the cost of the administration of the Loan.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    Section
11.6  Approvals; Third Parties;
Conditions.

     

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

     

    Section
11.7  Lender
Not in Control; No Partnership.

     

    None of
the covenants or other provisions contained in this Agreement shall, or shall be
deemed to, give Agent or Lender the right or power to exercise control over the
affairs or management of Borrowers, the power of Agent and Lender being limited
to the rights to exercise the remedies referred to in the Loan
Documents.  The relationship between Borrowers, on the one hand, and
Agent and Lender, on the other hand, is, and at all times shall remain, solely
that of debtor and creditor.  No covenant or provision of the Loan
Documents is intended, nor shall it be deemed or construed, to create a
partnership, joint venture, agency or common interest in profits or income
between Agent and Lender, on the one hand, and Borrowers, on the other hand, or
to create an equity in the Projects in Lender or Agent.  Neither Agent
nor Lender either undertakes or assumes any responsibility or duty to Borrowers
or to any other person with respect to the Projects or the Loan, except as
expressly provided in the Loan Documents; and notwithstanding any other
provision of the Loan Documents (a) Neither Agent nor Lender is nor shall be
construed as, a partner, joint venturer, alter ego, manager, controlling person
or other business associate or participant of any kind of Borrowers or its
stockholders, members, or partners and neither Agent nor Lender intends to ever
assume such status; (b) Neither Agent nor Lender shall in any event be liable
for any Debts, expenses or losses incurred or sustained by Borrowers; and (c)
neither Agent nor Lender shall be deemed responsible for or a participant in any
acts, omissions or decisions of Borrowers or their stockholders, members, or
partners.  Agent, and Lender, on the one hand, and Borrowers, on the
other hand, disclaim any intention to create any partnership, joint venture,
agency or common interest in profits or income between Agent and Lender, on the
one hand, and Borrowers, on the other hand, or to create an equity in the
Projects in Agent or Lender, or any sharing of liabilities, losses, costs or
expenses.

     

    Section
11.8  Time
of the Essence.

     

    Time is
of the essence with respect to this Agreement.


    
      
         


      

      
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    Section
11.9  Successors and
Assigns.

     

    This
Agreement shall be binding upon and inure to the benefit of Agent, Lender and
Borrowers and the respective successors and assigns of Agent, Lender and
Borrowers, provided that neither any Borrower nor any other Loan Party shall,
without the prior written consent of Agent, assign any rights, duties or
obligations hereunder.

     

    Section
11.10  Renewal, Extension or
Rearrangement.

     

    All
provisions of the Loan Documents shall apply with equal effect to each and all
promissory notes and amendments thereof hereinafter executed which in whole or
in part represent a renewal, extension, increase or rearrangement of the
Loan.  For portfolio management purposes, Agent and Lender may elect
to divide the Loan into two or more separate loans evidenced by separate
promissory notes so long as the payment and other obligations of Borrowers are
not effectively increased or otherwise modified.  Borrowers agree to
cooperate with Agent and to execute such documents as Agent reasonably may
request to effect such division of the Loan.

     

    Section
11.11  Waivers;
Forbearance.

     

    No
advance of Loan proceeds hereunder shall constitute a waiver of any of the
conditions of Lender’s obligation to make advances nor, in the event Borrower is
unable to satisfy any such condition, shall any such advance have the effect of
precluding Lender or Agent from thereafter requiring such condition to be
satisfied prior to any future advance to which such condition otherwise
applies.  No course of dealing on the part of Agent or Lender, or
their respective officers, employees, consultants or agents, nor any failure or
delay by Agent or Lender with respect to exercising any right, power or
privilege of Agent or Lender under any of the Loan Documents, shall operate as a
waiver thereof.  Any forbearance by Agent or Lender in exercising any
right or remedy under any of the Loan Documents, or otherwise afforded by
applicable law, shall not be a waiver of or preclude the exercise of any right
or remedy.  Agent’s acceptance of payment of any sum secured by any of
the Loan Documents after the due date of such payment shall not be a waiver of
Agent’s or Lender’s right to either require prompt payment when due of all other
sums so secured or to declare a Potential Default for failure to make prompt
payment.  The procurement of insurance or the payment of taxes or
other liens or charges by Agent or Lender shall not be a waiver of Agent’s or
Lender’s right to accelerate the maturity of the Loan, nor shall Agent’s or
Lender’s receipt of any awards, proceeds, or damages under this Agreement or the
Security Document operate to cure or waive Borrowers’ or any Principal’s
Potential Default in payment of sums secured by any of the Loan
Documents.

     

    Section
11.12  Cumulative
Rights.

     

    Rights
and remedies of Agent and Lender under the Loan Documents shall be cumulative,
and the exercise or partial exercise of any such right or remedy shall not
preclude the exercise of any other right or remedy.


    
      
         


      

      
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    Section
11.13  Singular and
Plural.

     

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

     

    Section
11.14  Phrases.

     

    When used
in this Agreement and the other Loan Documents, the phrase “including” shall
mean “including, but not limited to,” the phrase “satisfactory to Agent” or
“satisfactory to Lender” shall mean “in form and substance satisfactory to Agent
in all respects” or “in form and substance satisfactory to Lender in all
respects” (as applicable), the phrase “with Agent’s consent”, “with Agent’s
approval”, “with Lender’s consent” or “with Lender’s approval” shall mean such
consent or approval at Agent’s or Lender’s discretion (as applicable), and the
phrase “acceptable to Agent” or “acceptable to Lender” shall mean “acceptable to
Agent at Agent’s sole discretion” or “acceptable to Lender at Lender’s sole
discretion” (as applicable).

     

    Section
11.15  Exhibits and
Schedules.

     

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

     

    Section
11.16  Titles of Articles, Sections
and Subsections.

     

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

     

    Section
11.17  Promotional
Material.

     

    Borrowers
authorize Agent and Lender to issue press releases, advertisements and other
promotional materials in connection with Lender’s own promotional and marketing
activities, and describing the Loan in general terms or in detail and Lender’s
and Agents participation in the Loan.  All references to Lender or
Agent contained in any press release, advertisement or promotional material
issued by any Borrower or Affiliate of Borrowers shall be approved in writing by
Agent in advance of issuance.

     

    Section
11.18  Survival.

     

    All of
the representations, warranties, covenants, and indemnities hereunder, and under
the indemnification provisions of the other Loan Documents shall survive the
repayment in full of the Loan and the release of the liens evidencing or
securing the Loan, and shall survive the transfer (by sale, foreclosure,
conveyance in lieu of foreclosure or otherwise) of any or all right, title and
interest in and to the Projects to any party, whether or not an Affiliate of
Borrowers.


    
      
         


      

      
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    Section
11.19  WAIVER OF JURY
TRIAL.

     

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

     

    Section
11.20  Waiver of Punitive or
Consequential Damages.

     

    Neither
Agent, Lender nor any Borrower shall be responsible or liable to the other or to
any other Person for any punitive, exemplary or consequential damages which may
be alleged as a result of the Loan or the transaction contemplated hereby,
including any breach or other Potential Default by any party
hereto.

     

    Section
11.21  Governing
Law.

     

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

     

    Section
11.22  Entire
Agreement.

     

    This
Agreement and the other Loan Documents embody the entire agreement and
understanding between Agent, Lender and Borrowers and supersede all prior
agreements and understandings between such parties relating to the subject
matter hereof and thereof.  Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties.  There are no unwritten oral agreements
among the parties.  If any conflict or inconsistency exists between
the Commitment and this Agreement or any of the other Loan Documents, the terms
of this Agreement and the other Loan Documents shall control.


    
      
         


      

      
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    Section
11.23  Counterparts.

     

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

     

    Section
11.24  Venue.

     

    EACH
BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES
THAT, SUBJECT TO AGENT OR LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE
LITIGATED IN SUCH COURTS.  EACH BORROWER EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS.  EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF
ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON
BORROWERS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED
TO BORROWERS WITH A REQUIRED COPY TO COUNSEL FOR BORROWERS BY OVERNIGHT COURIER,
AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE
TEN (10) DAYS AFTER RECEIPT OR REFUSAL.

     

    Section
11.25  Sale
of Loan, Participation.

     

    Lender or
Agent, at any time and without the consent of Borrowers or any Principal, may
grant participations in or sell, transfer, assign and convey all or any portion
of its right, title and interest in and to the Loan, this Agreement and the
other Loan Documents, any guaranties given in connection with the Loan and any
collateral given to secure the Loan.  Agent and Lender shall have the
right (but shall be under no obligation) to make available to any party for the
purpose of granting participations in or selling, transferring, assigning or
conveying all or any part of the Loan (including any governmental agency or
authority and any prospective bidder at any foreclosure sale of any Project) any
and all information which Agent or Lender may have with respect to the Projects
and Borrowers, whether provided by Borrowers, any Loan Party or any third party
or obtained as a result of any environmental assessments.  Each
Borrower and each Loan Party agrees that Agent and Lender shall have no
liability whatsoever as a result of delivering any such information to any third
party, and Borrowers and the other Loan Parties, on behalf of themselves and
their successors and assigns, hereby release and discharge Agent and Lender from
any and all liability, claims, damages, or causes of action, arising out of,
connected with or incidental to the delivery of any such information to any
third party.

     

    Section
11.26  Limitation on Liability of
Agent’s and Lender’s Officers, Employees, etc.

     

    Any
obligation or liability whatsoever of Agent or Lender which may arise at any
time under this Agreement or any other Loan Document shall be satisfied, if at
all, out of the Agent’s or Lender’s assets only.  No such obligation
or liability shall be personally binding upon, nor shall resort for the
enforcement thereof be had to, the property of any of Agent’s or Lender’s
shareholders, directors, officers, employees or agents, regardless of whether
such obligation or liability is in the nature of contract, tort or
otherwise.


    
      
         


      

      
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    Section
11.27  Effectiveness of Facsimile
Documents and Signatures.

     

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

     

    Section
11.28  Joint
and Several Liability.

     

    (a)           The
Indebtedness and all other obligations of Borrowers under the Loan Documents
(collectively, the “Obligations”) shall be the
joint and several obligations and liabilities of Borrowers.  Hence,
each Borrower shall be primarily and directly liable for repayment of the
Indebtedness and all other Obligations.

     

    (b)           Notwithstanding
any provisions of this Agreement to the contrary, it is intended that the joint
and several nature of the liability of each Borrower for the Obligations and the
liens and security interests granted by Borrowers to secure the Obligations, not
constitute a “Fraudulent Conveyance” (as defined
below).  Consequently, Lender and each Borrower agree that if the
liability of a Borrower for the Obligations, or any liens or security interests
granted by such Borrower securing the Obligations would, but for the application
of this sentence, constitute a Fraudulent Conveyance, the liability of such
Borrower and the liens and security interests securing such liability shall be
valid and enforceable only to the maximum extent that would not cause such
liability or such lien or security interest to constitute a Fraudulent
Conveyance, and the liability of such Borrower and this Agreement shall
automatically be deemed to have been amended accordingly.  For
purposes hereof, “Fraudulent
Conveyance” means a fraudulent conveyance under Section 548 of the
Federal Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under
the applicable provisions of any fraudulent conveyance or fraudulent transfer
law or similar law of any state, nation or other governmental unit, as in effect
from time to time.

     

    (c)           Agent
is hereby authorized, without notice or demand and without affecting the
liability of any Borrower hereunder, to, at any time and from time to time, (i)
renew, extend or otherwise increase the time for payment of the Obligations;
(ii) with the written agreement of any Borrower accelerate or otherwise change
the terms relating to the Obligations or otherwise modify, amend or change the
terms of any promissory note or other agreement, document or instrument now or
hereafter executed by any Borrower and delivered to Agent; (iii) accept partial
payments of the Obligations; (iv) take and hold security or collateral for the
payment of the Obligations or for the payment of any guaranties of the
Obligations and exchange, enforce, waive and release any such security or
collateral; (v) apply such security or collateral and direct the order or manner
of sale thereof Agent, in its sole discretion, may determine; and (vi) settle,
release, compromise, collect or otherwise liquidate the Obligations and any
security or collateral therefor in any manner, without affecting or impairing
the obligations of any Borrower.  Except as specifically provided in
this Agreement or any of the other Loan Documents, Agent shall have the
exclusive right to determine the time and manner of application of any payments
or credits, whether received from any Borrower or any other source, and such
determination shall be binding on all Borrowers.  All such payments
and credits may be applied, reversed and reapplied, in whole or in part, to any
of the Obligations Agent shall determine in its sole discretion without
affecting the validity or enforceability of the Obligations of the other
Borrowers.


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    (d)           Each
Borrower hereby agrees that, except as hereinafter provided, its obligations
hereunder shall be unconditional, irrespective of (i) the absence of any attempt
to collect the Obligations from any obligor or other action to enforce the same;
(ii) the waiver or consent by Agent with respect to any provision of any
instrument evidencing the Obligations, or any part thereof, or any other
agreement heretofore, now or hereafter executed by a Borrower and delivered to
Agent; (iii) failure by Agent to take any steps to perfect and maintain its
security interest in, or to preserve its rights to, any security or collateral
for the Obligations; (iv) the institution of any proceeding under the Bankruptcy
Code, or any similar proceeding, by or against a Borrower or Agent’s election in
any such proceeding of the application of Section 1111(b)(2) of the Federal
Bankruptcy Code; (v) any borrowing or grant of a security interest by a Borrower
as debtor-in-possession, under Section 364 of the Federal Bankruptcy Code; (vi)
the disallowance, under Section 502 of the Federal Bankruptcy Code, of all or
any portion of Agent’s claim(s) for repayment of any of the Obligations; or
(vii) any other circumstance other than payment in full of the Obligations which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor.

     

    (e)           Until
all Obligations have been paid and satisfied in full, no payment made by or for
the account of a Borrower including, without limitation, (i) a payment made by
such Borrower on behalf of the liabilities of the other Borrower or (ii) a
payment made by any other person under any guaranty, shall entitle such
Borrower, by subrogation or otherwise, to any payment from such other Borrower
or from or out of such other Borrower’s property and such Borrower shall not
exercise any right or remedy against such other Borrower or any property of such
other Borrower by reason of any performance of such Borrower of its joint and
several obligations hereunder.

     

    Section
11.29  Agency.

     

    Both GECC
and the other Lenders agree that GECC shall act as agent for each Lender in all
dealings with Borrowers, Principals and Master Tenants under or in connection
with this Loan Agreement and each of the other Loan Documents, including without
limitation, granting any consents or waivers, taking any enforcements actions,
sending or receiving notices, dealing with collateral, granting releases,
accepting payments or otherwise.  Borrowers, Principals, Master
Tenants and all Loan Parties may rely without question upon any document signed
by GECC as agent for each Lender hereunder or under any other Loan
Documents.  References to “Lender” in this Agreement and in the other
Loan Documents shall refer to each of GECC and the other financial institutions
who are or hereafter become parties to this Agreement as Lenders, individually,
or to all of GECC and the other financial institutions who are or hereafter
become parties to this Agreement, collectively, as the context may require;
provided any and all grants of security interests to a Lender under this
Agreement or any other Loan Document shall be deemed to be a grant to GECC as
agent for each Lender.


    
      
         


      

      
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    Section
11.30  Patriot
Act.

     

    Lender
hereby notifies the Borrower Parties that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies each Borrower Party, which information includes the name and address
of each Borrower Party and other information that will allow Lender to identify
each Borrower Party in accordance with the Patriot Act.

     

    Signatures
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    EXECUTED
as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  LENDERS:

                                
	 
	
                                  GECC:

                                
	 
	
                                  GENERAL
      ELECTRIC CAPITAL CORPORATION, 
a Delaware
corporation

                                
	 
	
                                  By:

                                	/s/
      Michelle R. Kelly
	 
      	
                                  Name:
      Michelle R. Kelly

                                
	 
      	
                                  Title:
      Duly Authorized
Signatory

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  AGENT:

                                
	 
	
                                  GENERAL
      ELECTRIC CAPITAL CORPORATION, 
a Delaware
corporation

                                
	 
	
                                  By:

                                	/s/
      Michelle R. Kelly
	 
      	
                                        
                                    Name:
      Michelle R. Kelly

                                  

                                
	 
      	
                                        
                                    Title:
      Duly Authorized
Signatory

                                  

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Signatures
Continued on Next Page


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    BORROWERS:

                                                  
	 
	
                                                    RSC OAKLEAF GREENVILLE,
      LLC, 
a
      Florida limited liability company

                                                  
	 
	
                                                    By:

                                                  	
                                                    Royal
      Cornerstone South Carolina Portfolio, LLC, 
a Delaware limited
      liability company, its sole member

                                                  
	 	 
	
                                                    By:

                                                  	
                                                    Cornerstone
      Oakleaf Village, LLC, its Managing Member

                                                  
	 	 
	
                                                    By:

                                                  	
                                                    Cornerstone
      Healthcare Plus REIT, Inc., its Manager

                                                  
	 	 
	 
      	
                                                    By:

                                                  	/s/
      Terry G. Roussel
	 
      	 
      	
                                                    Terry
      G. Roussel, CEO

                                                  
	 
	
                                                    RSC OAKLEAF LEXINGTON,
      LLC, 
a
      Florida limited liability company

                                                  
	 	 
	
                                                    By:

                                                  	
                                                    Royal
      Cornerstone South Carolina Portfolio, LLC, 
a Delaware limited
      liability company, its sole member

                                                  
	 	 
	
                                                    By:

                                                  	
                                                    Cornerstone
      Oakleaf Village, LLC, its Managing Member

                                                  
	 	 
	
                                                    By:

                                                  	
                                                    Cornerstone
      Healthcare Plus REIT, Inc., its Manager

                                                  
	 	 
	 
      	
                                                    By:

                                                  	/s/
      Terry G. Roussel
	 
      	 
      	
                                                    Terry
      G. Roussel,
CEO

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Joinder

     

    The
undersigned Master Tenants join in the execution of this Agreement solely for
the purpose of evidencing their consent and agreement to the terms of this
Agreement and their agreement to comply with the covenants pertaining to the
operation of the Projects applicable to the Master Tenants set forth in the
Agreement.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        MASTER
      TENANTS:

                                      
	 
	
                                        RSC GREENVILLE,
      LLC,

                                      
	 
      	
                                        a
      Florida limited liability company

                                      
	 
      
	
                                        By:

                                      	
                                        Royal
      Cornerstone South Carolina Tenant

                                      
	 
      	
                                        Portfolio,
      LLC, a Delaware limited

                                      
	 
      	
                                        liability
      company, its sole member

                                      
	 
      
	
                                        By:

                                      	
                                        Cornerstone
      Oakleaf Village TRS, LLC, 
its Managing Member

                                      
	 
      
	
                                        By:

                                      	
                                        Cornerstone
      Healthcare Plus REIT, Inc.,

                                      
	 
      	
                                        its
      Manager

                                      
	 
      
	 
      	
                                        By:

                                      	/s/
      Terry G. Roussel
	 
      	 
      	
                                        Terry
      G. Roussel, CEO

                                      
	 
      
	
                                        MASTER
      TENANTS:

                                      
	 
	
                                        RSC LEXINGTON,
      LLC,

                                      
	 
      	
                                        a
      Florida limited liability company

                                      
	 
      
	
                                        By:

                                      	
                                        Royal
      Cornerstone South Carolina Tenant

                                      
	 
      	
                                        Portfolio,
      LLC, a Delaware limited

                                      
	 
      	
                                        liability
      company, its sole member

                                      
	 
      
	
                                        By:

                                      	
                                        Cornerstone
      Oakleaf Village TRS, LLC, 
its Managing Member

                                      
	 
      
	
                                        By:

                                      	
                                        Cornerstone
      Healthcare Plus REIT, Inc.,

                                      
	 
      	
                                        its
      Manager

                                      
	 	 
	 
      	
                                        By:

                                      	/s/
      Terry G. Roussel
	 
      	 
      	
                                        Terry
      G. Roussel,
CEO

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A-1

     

    The
Projects

     

    
      
        
          
            	
                    Borrower:

                  	
                    RSC
      Oakleaf Greenville, LLC

                  
	 
      	 
      
	
                    Name
      of Facility:

                  	
                    Oakleaf
      Village at Greenville

                  
	 
      	 
      
	
                    Address
      of Land:

                  	
                    1560
      Thornblade Blvd.

                    Greer,
      South Carolina  29650

                  
	 
      	 
      
	
                    Master
      Tenant:

                  	
                    RSC
      Greenville, LLC

                  
	 
      	 
      
	
                    Number
      of Licensed Beds/Units:

                  	 
      
	
                    a.   Assisted
      Living

                  	
                    a.   66

                  
	
                    b.   Alzheimer’s

                  	
                    b.   24

                  
	 
      	 
      
	
                    Number
      of Parking Spaces:

                  	
                    51

                  
	 
      	 
      
	
                    Legal
      Description of Land:

                  	 
      


          

        

      

    

    


    ALL THAT
CERTAIN PIECE, PARCEL OR TRACT OF LAND SITUATE, LYING AND BEING IN THE COUNTY OF
GREENVILLE, STATE OF SOUTH CAROLINA, CONTAINING 5.006 ACRES ACCORDING TO AN
“ALTA/ACSM LAND TITLE SURVEY FOR RSC GREENVILLE, LLC, 1560 THORNBLADE BOULEVARD,
GREENVILLE COUNTY, GREENVILLE, SOUTH CAROLINA (OAKLEAF VILLAGE @ THORNBLADE)”,
DATED 7/07/04 BY SITE DESIGN, INC. WITH THE FOLLOWING METES AND BOUNDS TO
WIT:


    
      
         


      

      
        A-1-1

        
          

        

      

      
         


      

    


    BEGINNING
AT AN OLD MAG NAIL LOCATED ON THE NORTHERN RIGHT OF WAY OF THORNBLADE BOULEVARD
AT ITS TERMINUS; THENCE RUNNING ALONG SAID RIGHT OF WAY S 88-21-05 W 55.64 FEET
TO AN OLD 5/8” REBAR IRON PIN; THENCE TURNING AND RUNNING N 81-00-31 W 32.56
FEET TO A POINT IN A BRICK WALL AT THE JOINT CORNER OF LOT 61, SECTION ONE, THE
GARDENS AT THORNBLADE; THENCE TURNING AND LEAVING SAID RIGHT OF WAY AND RUNNING
ALONG THE REAR LOT LINES OF LOTS 61, 60, 59, 58, 57, 56, AND 55, SECTION ONE,
THE GARDENS AT THORNBLADE N 14-50-53 E 99.70 FEET TO A POINT IN BRICK WALL;
THENCE TURNING AND RUNNING N 39-24-59 E 360.99 FEET TO POINT AT THE JOINT CORNER
OF WEKIVA SPRINGS PLAZA PROPERTY, NOW OR FORMERLY; THENCE TURNING AND RUNNING
ALONG THE LINE OF SAID WEKIVA SPRINGS PLAZA PROPERTY AND ALSO ALONG THE LINE OF
THORNBLADE, VILLAGE, LLC PROPERTY, NOW OR FORMERLY S 50-47-17 E 260.96 FEET TO
AN OLD 5/8” REBAR IRON PIN, CROSSING OVER AND OLD 1” OPEN TOP IRON PIN AT 0.53
FEET AND AN OLD 3/4” CRIMP TOP IRON PIN AT 119.67 FEET; THENCE TURNING AND
RUNNING S 73-14-35 E 136.25 FEET TO AN OLD 1” CRIMP TOP IRON PIN (BENT) LOCATED
ON THE WESTERN RIGHT OF WAY OF THE PARKWAY (S-23-1025); THENCE TURNING AND
RUNNING ALONG SAID RIGHT OF WAY AND ALONG A CURVE TO THE LEFT HAVING A RADIUS OF
756.20 FEET, AN ARC LENGTH OF 88.52 FEET AND A CHORD BEARING AND DISTANCE OF S
14-54-02 W 88.47 FEET TO AN OLD 3/4” CRIMP TOP IRON PIN; THENCE TURNING AND
RUNNING S 11-29-20 W 316.13 FEET TO AN OLD 1” CRIMP TOP IRON PIN LOCATED AT THE
JOINT CORNER OF SFH PROPERTIES, LLC PROPERTY, NOW OR FORMERLY; THENCE TURNING
AND LEAVING SAID RIGHT OF WAY AND RUNNING ALONG THE LINE OF SAID SFH PROPERTIES,
LLC PROPERTY AND ALSO ALONG THE LINE OF PCH, LTD., LP PROPERTY, NOW OR FORMERLY
AND ALONG THE LINE OF G.H. CONSTRUCTION OF EASLEY, INC. PROPERTY NOW OR FORMERLY
N 78-23-13 W 449.62 FEET TO AN OLD 5/8” REBAR IRON PIN LOCATED ON THE EASTERN
RIGHT OF WAY OF SONIA DRIVE; THENCE TURNING AND RUNNING ALONG SAID RIGHT OF WAY
N 00-01-56 E 47.48 FEET TO AN OLD 5/8” REBAR IRON PIN LOCATED AT THE SOUTHERN
END OF A SIGHT FLARE AT THE INTERSECTION OF SAID EASTERN RIGHT OF WAY OF SONIA
DRIVE AND THE EASTERN TERMINUS OF THORNBLADE BOULEVARD; THENCE TURNING AND
RUNNING ALONG SAID SIGHT FLARE N 48-42-59 E 33.04 FEET TO AN OLD 5/8” REBAR IRON
PIN LOCATED AT THE NORTHERN END OF SAID SIGHT FLARE ON THE EASTERN TERMINUS OF
THORNBLADE BOULEVARD; THENCE TURNING AND RUNNING ALONG SAID EASTERN RIGHT OF WAY
AND TERMINUS OF THORNBLADE BOULEVARD N 01-36-55 E 57.83 FEET TO THE POINT OF
BEGINNING.


    
      
         


      

      
        A-1-2

        
          

        

      

      
         


      

    


    EXHIBIT
A-2

     

    The
Projects

     

    
      
        
          
            	
                    Borrower:

                  	
                    RSC
      Oakleaf Lexington, LLC

                  
	 
      	 
      
	
                    Name
      of Facility:

                  	
                    Oakleaf
      Village at Lexington

                  
	 
      	 
      
	
                    Address
      of Land:

                  	
                    800
      N. Lake Drive

                    Lexington,
      South Carolina  29072

                  
	 
      	 
      
	
                    Master
      Tenant:

                  	
                    RSC
      Lexington, LLC

                  
	 
      	 
      
	
                    Number
      of Licensed Beds/Units:

                  	 
      
	
                    a.   Assisted
      Living

                  	
                    a.   66

                  
	
                    b.   Alzheimer’s

                  	
                    b.   24

                  
	 
      	 
      
	
                    Number
      of Parking Spaces:

                  	
                    51

                  
	 
      	 
      
	
                    Legal
      Description of Land:

                  	 
      


          

        

      

    

    


    PARCEL
1:  LEXINGTON COUNTY:

     

    All that
certain piece, parcel or lot of land with improvements thereon, if any, situate,
lying and being near the Town of Lexington, County of Lexington, State of South
Carolina, as shown and delineated on a plat of 18.08 acres, prepared for
Carolina Senior Development, by Civil Engineering of Columbia, dated July 16,
1998 last revised July 28, 1998, recorded in Plat Slide 401 at Plat No.
6.

     

    TOGETHER
WITH:

     

    All that
certain piece, parcel or lot of land with improvements thereon, if any, situate,
lying and being near the Town of Lexington, County of Lexington, State of South
Carolina, shown and delineated as the “PROPOSED 50’ R.O.W. FOR FUTURE ROADWAY”
including the circular area of land designated within the R.O.W. Easement Curve
Table as Curve C1 having an arc distance of 261.80’ and chord bearing
S34°03’17”W together with that “50’ INGRESS/EGRESS EASEMENT FOR LEXINGTON SENIOR
DEVELOPMENT, LLC AND LEXINGTON COUNTY SCHOOL DISTRICT #1”

     

    LESS AND
EXCEPTING THEREFROM that portion of the “PROPOSED 50’ R.O.W. FOR FUTURE ROADWAY”
including the circular area of land designated within the R.O.W. Easement Curve
Table as Curve Cl having an arc distance of 261.80’ and chord bearing of
S34°03’17”W together with that “50’ INGRESS/EGRESS EASEMENT FOR LEXINGTON SENIOR
DEVELOPMENT, LLC AND LEXINGTON COUNTY SCHOOL DISTRICT #1 which is a part of the
18.080 acres parcel of land owned by Lexington Senior Development, L.L.C. all as
shown on a plat prepared for Lexington Senior Development, L.L.C. by Civil
Engineering of Columbia, dated August 20, 1998, last revised October 23,1998.
and recorded February 5, 1999 in the Office of the Register of Deeds for
Lexington County in Plat Slide 452 at Plat No.6.


    
      
         


      

      
        A-2-1

        
          

        

      

      
         


      

    

     

    ALSO
LESS AND EXCEPTING:

     

    All that
certain piece, parcel, or lot of land. with improvements thereon, lying and
being in the County of Lexington, Town of Lexington, State of South Carolina and
being shown and delineated as 4.88 Acres as shown on a plat prepared by Carolina
Surveying Services Inc., R.L.S. dated July 31,2003, and recorded in the Register
of Deeds Office for Lexington County in Plat Slide 730, Page 4, with said tract
having such metes and bounds as are shown on said plat. The metes and bounds as
shown on said plat are incorporated by reference herein.

     

    ALSO:

     

    Easement
Rights as contained in that certain Reciprocal Easement Agreement by and between
Lexington County School District Number One and Lexington Development, L.L.C
dated 2/4/1999 and recorded 2/5/1999 in the Office of the Register of Deeds for
Lexington County in Record Book 5089, page 254, which agreement is further
identified in Schedule B - Section 2, Exception 13 herein.

     

    LESS
AND EXCEPTING

     

    All that
certain piece, parcel. or lot of land that consists of 1.5 acres located on the
southeast side of U.S. Route 378 in the Town of Lexington, Lexington County,
South Carolina.

     

    Commencing
from the center line intersection of U.S. Rte. 378 with S.C. Rte. 6. Thence
S89°33’08E for a distance of 201.26’ to an old #5 rebar property corner on the
southern R.O.W. of 378 this being the point of beginning.

     

    Thence
from the point of beginning and in a clockwise direction:

     

    S39°41’10”E
for a distance of 258.61’ to a new #5 rebar, said line being bounded on the east
by lands of now or formerly P&H Properties of Lexington. LLC.

     

    Thence,
S39°39’12”E for a distance of 90.61’ to a new #5 rebar.  Said line
being bounded on the east by lands of now or formerly Herndon Chevrolet,
Inc.

     

    Thence,
S50°21’41”W for a distance of 180.02’ to an old #5 rebar.  Said line
being bounded on the east by lands of now or formerly Lexington Senior Care
Development LLC.

     

    Thence,
N39°41’08”W for a distance of 376.35’ to an old #5 rebar.  Said line
being bounded on the west by lands of now or formerly Lexington Senior Care
Development LLC.

     

    Thence,
N58°52’07”E for a distance of 108.41’ to an old #5 rebar.  Said line
being the southern R.O.W. of U.S. Rte. 378.

     

    Thence,
N59°00’45”E for a distance of 73.71’ to an old #5 rebar.  Said line
being the southern R.O.W. of U.S. Rte. 378.  This being the point of
beginning.


    
      
         


      

      
        A-2-2

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    Interest Holder Certificate
and Agreement


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    Intellectual
Property

     

    None.


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    Ownership of
Borrowers

     

    
      
        
          
            
              
                
                  	
                          Borrower

                        	 	
                          Owners

                        	 	
                          Percentage

                          of
      Ownership

                        	 
	
                          RSC
      Oakleaf Greenville, LLC

                        	 	
                          Royal
      Cornerstone South Carolina Portfolio, LLC

                        	 	 	100	%
	
                          RSC
      Oakleaf Lexington, LLS

                        	 	
                          Royal
      Cornerstone South Carolina Portfolio, LLC

                        	 	 	100	%


                

              

            

          

        

      

    


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    Provider
Payment/Reimbursement Programs

     

    [TBD]


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    Licenses/Governmental
Approvals

     

    [To
be updated]

     

    Greenville:
License No. CRC-1330 granted to RSC Greenville, L.L.C. effective November 1,
2005, for the facility known as Oakleaf Village at Thornblade and located at
1560 Thornblade Boulevard, Greer, Greenville County, South Carolina

     

    Lexington:
License No. CRC-1329 granted to RSC Lexington, L.L.C. effective November 1,
2005, for the facility known as Oakleaf Village of Lexington and located at 800
North Lake Drive, Lexington, Lexington County, South Carolina


    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    


    SCHEDULE
2.1

     

    Advance
Conditions

     

    Part A –
Conditions to Advance of Loan Proceeds

    Part B –
Application of Insurance Proceeds

     

    PART A

     

    CONDITIONS TO ADVANCE OF
LOAN PROCEEDS

    


    The
advance of the Loan proceeds shall be subject to the terms of the Term Sheet,
and Lender’s receipt, review, approval and/or confirmation of the following
items set forth in Part A of this Schedule 2.1 and in
the items specified in the Term Sheet, at Borrowers’ cost and expense, each in
form and content satisfactory to Lender in its sole discretion:

     

    
      	
               
      

            	
              1.

            	
              Loan
      Documents.  The Loan Documents executed by Borrowers, any
      Borrower Party and/or Operator, as
applicable.

            


    

     

    
      	
               
      

            	
              2.

            	
              Title Insurance
      Policy.  An ALTA (or equivalent) mortgagee policy or
      policies of title insurance in the maximum amount of the Loan, with
      reinsurance and endorsements as Lender may require, containing no
      exceptions to title (printed or otherwise) which are unacceptable to
      Lender, and insuring that the Mortgage creates a first-priority Lien on
      the Projects and related collateral (the “Title
      Policy”).

            


    

     

    
      	
               
      

            	
              3.

            	
              Organizational and
      Authority Documents.  Certified copies of all documents
      evidencing the formation, organization, valid existence, good standing,
      and due authorization of and for each Borrower and each Borrower Party for
      the execution, delivery, and performance of the Loan Documents and the
      Environmental Indemnity Agreement by each Borrower and each Borrower
      Party, as applicable.

            


    

     

    
      	
               
      

            	
              4.

            	
              Legal
      Opinions.  Legal opinions issued by counsel for Borrowers
      and each Borrower Party, opining as to the due organization, valid
      existence and good standing of Borrowers and each Borrower Party, and the
      due authorization, execution, delivery, enforceability and validity of the
      Loan Documents and Environmental Indemnity Agreement with respect to
      Borrowers and each Borrower Party; that the Loan, as reflected in the Loan
      Documents, is not usurious; and as to such other matters as Lender and
      Lender’s counsel reasonably may specify, including, with limitation,
      non-consolidation opinions.

            


    

     

    
      	
               
      

            	
              5.

            	
              Searches.  Current
      Uniform Commercial Code, tax, judgment lien and litigation searches for
      Borrowers and each Borrower Party, and the immediately preceding owner of
      the Projects.

            


    

     

    
      	
               
      

            	
              6.

            	
              Insurance.  Evidence
      of insurance as required by this Agreement, and conforming in all respects
      to the requirements of Lender.

            


    


    
      
         


      

      
        Schedule
2.1-1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.

            	
              Survey.  Three
      (3) originals of a current “as built” survey of each Project, dated or
      updated to a date not earlier than forty-five (45) days prior to the
      Closing Date, prepared by a registered land surveyor in accordance with
      the American Land Title Association American Congress on Surveying and
      Mapping Standards and containing Lender’s approved form of certification
      in favor of Lender and the title insurer (collectively, the “Survey”).  The
      Survey shall conform to Lender’s current survey requirements and shall be
      sufficient for the title insurer to remove the general survey
      exception.

            


    

     

    
      	
               
      

            	
              8.

            	
              Property Condition
      Report.  A current engineering report or architect’s
      certificate with respect to each Project, covering, among other matters,
      inspection of heating and cooling systems, roof and structural details and
      showing no failure of compliance with building plans and specifications,
      applicable legal requirements (including requirements of the Americans
      with Disabilities Act) and fire, safety and health standards (the “Property
      Condition Report,” whether one or more).  As requested by
      Lender, the Property Condition Report shall also include an assessment of
      each Project’s tolerance for earthquake and seismic
    activity.

            


    

     

    
      	
               
      

            	
              9.

            	
              Environmental
      Reports.  A current Site Assessment (as defined in the
      Environmental Indemnity Agreement) for each
  Project.

            


    

     

    
      	
               
      

            	
              10.

            	
              Rent
      Roll.  A current rent roll or census report for each
      Project, certified by Borrowers or the current owner of each
      Project.  Such rent roll and/or census report shall include such
      information as reasonably required by
Lender.

            


    

     

    
      	
               
      

            	
              11.

            	
              Operating
      Agreements.  A copy of each fully executed Operating
      Agreement in form and substance satisfactory to Lender, certified by
      Borrowers as being true, correct and
complete.

            


    

     

    
      	
               
      

            	
              12.

            	
              Tax and Insurance
      Impounds.  Borrowers’ deposit with Lender of the amount
      required under this Agreement to impound for taxes and assessments,
      insurance premiums and to fund any other required escrows or
      reserves.

            


    

     

    
      	
               
      

            	
              13.

            	
              Compliance With
      Laws.  Evidence that each Project and the operation
      thereof comply with all legal requirements, including that all requisite
      certificates of occupancy, building permits, and other licenses,
      certificates, approvals or consents required of any governmental authority
      have been issued without variance or condition and that there is no
      litigation, action, citation, injunctive proceedings, or like matter
      pending or threatened with respect to the validity of such
      matters.  If title insurance with respect to the Projects
      described in item 3 above does not include a Zoning 3.1 (with parking)
      endorsement because such an endorsement is not available in the state
      where each Project is located, then Borrowers shall furnish to Lender a
      zoning letter from the applicable municipal agency with respect to such
      Project or a zoning report that verifies the zoning classification of each
      Project and such Project’s compliance with such zoning
      classification.

            


    

     

    
      Schedule
2.1-2

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              14.

            	
              No Casualty or
      Condemnation.  No condemnation or adverse zoning or usage
      change proceeding shall have occurred or shall have been threatened
      against any Project; no Project shall have suffered any significant damage
      by fire or other casualty which has not been repaired; no law, regulation,
      ordinance, moratorium, injunctive proceeding, restriction, litigation,
      action, citation or similar proceeding or matter shall have been enacted,
      adopted, or threatened by any governmental authority, which would have, in
      Lender’s judgment, a material adverse effect on Borrowers, any Borrower
      Party or the Projects.

            


    

     

    
      	
               
      

            	
              15.

            	
              Broker’s
      Fees.  All fees and commissions payable to real estate
      brokers, mortgage brokers, or any other brokers or lenders in connection
      with the Loan or the acquisition of the Projects have been paid, such
      evidence to be accompanied by any waivers or indemnifications deemed
      necessary by Lender.

            


    

     

    
      	
               
      

            	
              16.

            	
              Costs and
      Expenses.  Payment of Lender’s costs and expenses in
      underwriting, documenting, and closing the transaction, including fees and
      expenses of Lender’s inspecting engineers, consultants and
      counsel.

            


    

     

    
      	
               
      

            	
              17.

            	
              Representations and
      Warranties.  The representations and warranties contained
      in this Loan Agreement and in all other Loan Documents and Environmental
      Indemnity Agreement are true and
correct.

            


    

     

    
      	
               
      

            	
              18.

            	
              No
      Defaults.  No Potential Default or Event of Default or
      default shall have occurred or
exist.

            


    

     

    
      	
               
      

            	
              19.

            	
              Appraisal.  Lender
      shall obtain an appraisal report for each Project, in form and content
      acceptable to Lender, prepared by an independent MAI appraiser in
      accordance with the Financial Institutions Reform, Recovery and
      Enforcement Act (“FIRREA”)
      and the regulations promulgated pursuant to such
  act.

            


    

     

    
      	
               
      

            	
              20.

            	
              Management.  The
      Operator and any Operating Agreement for the Projects shall be
      satisfactory to Lender in its sole
discretion.

            


    

     

    
      	
               
      

            	
              21.

            	
              Audit
      Requirement.  The annualized Net Operating Income of the
      Projects equals or exceeds $2,400,000.00 for the trailing twelve (12)
      months period ending March 31,
2010.

            


    

     

    
      	
               
      

            	
              22.

            	
              Other
      Items.  Lender shall have received such other items as
      Lender may reasonably require.

            


    

    
       

      
        Schedule
2.1-3

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    PART
B


     

    APPLICATION OF INSURANCE
PROCEEDS

     

    Insurance
proceeds applied to restoration will be advanced in accordance with ‎Section 3.2 and on
the following terms and conditions:

     

    1.           Each
request for such an advance shall specify the amount requested, shall be on
forms satisfactory to Agent, and shall be accompanied by appropriate invoices,
bills paid affidavits, lien waivers, title updates, endorsements to the title
insurance, and other documents as may be required by Agent.  Such
advances may be made, at Agent’s election, either: (a) in reimbursement for
expenses paid by Borrowers, or (b) for payment of expenses incurred and invoiced
but not yet paid by Borrowers, or (c) with respect to non-residential tenant
restorations, by funding allowances for tenant improvements undertaken to be
constructed by non-residential tenants and completed in accordance with
Leases.  Agent, at its option and without further direction from
Borrowers, may disburse any restorations advance to the Person to whom payment
is due or through an escrow satisfactory to Agent.  Borrowers hereby
irrevocably directs and authorizes Agent to so advance the insurance
proceeds.  Agent may, at Borrowers’ expense, conduct an audit,
inspection, or review of the Projects to confirm the amount of the requested
restoration advance.

     

    2.           Borrowers
shall have submitted and Agent shall have approved (a) the restorations to be
completed, (b) the plans and specifications for such restorations, which plans
and specifications may not be changed without Agent’s prior written consent, and
(c) if requested by Agent, each contract or subcontract for an amount in excess
of Fifty Thousand Dollars ($50,000.00) for the performance of labor or the
furnishing of materials for such restorations.

     

    3.           Borrowers
shall have submitted and Agent shall have approved the time schedule for
completing the restorations.  After Agent’s approval of a detailed
budget, such budget may not be changed without Agent’s prior written
consent.  If the estimated cost of such restorations exceeds the
unadvanced portion of the amount allocated for such restorations in the approved
budget, then Borrowers shall provide such security as Agent may require to
assure the lien free completion of restorations before the scheduled completion
date.

     

    4.           All
restorations constructed by Borrowers prior to the date any restorations advance
is requested shall be completed to the satisfaction of Agent and Agent’s
engineer and in accordance with the plans and budget for such restorations, as
approved by Agent, and all legal requirements.

     

    5.           Borrowers
shall not use any portion of any restorations advance for payment of any other
cost except as specifically set forth in a request for advance approved by Agent
in writing.

    
       

      
        Schedule
2.1-4

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.           Each
restorations advance, except for a final restorations advance, shall be in the
amount of actual costs incurred less ten percent (10%) of such costs as
retainage to be advanced as part of a final restorations advance.

     

    7.           Agent
shall not under any circumstances be obligated to make any restorations advance
after nine (9) months after the casualty or ninety (90) days prior to the
Maturity Date.

     

    8.           No
funds will be advanced for materials stored at the Projects unless Borrowers
furnish Agent satisfactory evidence that such materials are properly stored and
secured at the Projects.

     

    9.           Borrowers
shall have delivered evidence satisfactory to Agent, in its sole discretion,
that the amount remaining to be disbursed for such restorations is sufficient to
complete the restorations or, if insufficient, Borrowers shall have deposited
with Agent funds necessary to complete the restorations (Borrowers’ deposit to
be disbursed before any balance of the additional advance).

     

    
      
        Schedule
2.1-5

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
2.3

    


    Payment
Schedule

    


    Part 1

     

    
      
        
          
            	 
      	 
      	
                    Closing
      Date

                  	
                    4/30/2010

                  	
                    LIBOR
      Rate

                  	
                    1.000%

                  	 
      
	 
      	 
      	
                    End
      of Accrual 

                    Date

                  	
                    5/1/2010

                  	
                    Spread

                  	
                    5.450%

                  	 
      
	 
      	 
      	
                    First
      Payment 

                    Date

                  	
                    6/1/2010

                  	
                    Coupon
      Rate

                  	
                    6.450%

                  	 
      
	 
      	 
      	
                    Original
      

                    Balance

                  	
                    $5,098,012

                  	
                    Int
      Conv

                  	
                    Actual/360

                  	 
      
	 
      	 
      	
                    Maturity
      Date

                  	
                    4/30/2015

                  	
                    Int
      Only 

                    Period

                  	
                    0

                  	
                    Months

                  
	 
      	 
      	
                    Sub-Interest
      

                    Accrual

                  	
                    $913.39

                  	
                    Amort
      Period

                  	
                    360

                  	
                    Months

                  
	 
      	 
      	 
      	 
      	
                    Fixed/Float

                  	
                    Floating

                  	 
      


          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Annual
      Summary

                                                    	 	
                                                      Days

                                                    	 	 	
                                                      Ending
      

                                                      Balance

                                                    	 	 	
                                                      Principal

                                                    	 	 	
                                                      Prepayment

                                                    	 	 	
                                                      Balloon
      

                                                      Amount

                                                    	 
	 
      	 	
                                                      Year
      1

                                                    	 	 	365	 	 	 	5,041,456.81	 	 	 	56,555	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      2

                                                    	 	 	366	 	 	 	4,981,090.26	 	 	 	60,367	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      3

                                                    	 	 	365	 	 	 	4,916,655.49	 	 	 	64,435	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      4

                                                    	 	 	365	 	 	 	4,847,878.32	 	 	 	68,777	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      5

                                                    	 	 	364	 	 	 	0.00	 	 	 	73,412	 	 	 	4,774,466	 	 	 	4,774,466	 
	 
      	 	
                                                      Year
      6

                                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      7

                                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      8

                                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      9

                                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                      Year
      10

                                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      Period

                                                    	 	
                                                      Date

                                                    	 	
                                                      Days

                                                    	 	 	
                                                      Ending
      

                                                      Balance

                                                    	 	 	
                                                      Principal

                                                    	 	 	
                                                      Prepayment

                                                    	 	 	
                                                      Balloon
      

                                                      Amount

                                                    	 
	
                                                      0

                                                    	 	
                                                      4/30/2010

                                                    	 	 	 	 	 	 	5,098,012.00	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                      1

                                                    	 	
                                                      6/1/2010

                                                    	 	 	31	 	 	 	5,093,438.67	 	 	 	4,573.33	 	 	 	0.00	 	 	 	0.00	 
	
                                                      2

                                                    	 	
                                                      7/1/2010

                                                    	 	 	30	 	 	 	5,088,840.41	 	 	 	4,598.26	 	 	 	0.00	 	 	 	0.00	 
	
                                                      3

                                                    	 	
                                                      8/1/2010

                                                    	 	 	31	 	 	 	5,084,217.09	 	 	 	4,623.32	 	 	 	0.00	 	 	 	0.00	 
	
                                                      4

                                                    	 	
                                                      9/1/2010

                                                    	 	 	31	 	 	 	5,079,568.58	 	 	 	4,648.51	 	 	 	0.00	 	 	 	0.00	 
	
                                                      5

                                                    	 	
                                                      10/1/2010

                                                    	 	 	30	 	 	 	5,074,894.74	 	 	 	4,673.84	 	 	 	0.00	 	 	 	0.00	 
	
                                                      6

                                                    	 	
                                                      11/1/2010

                                                    	 	 	31	 	 	 	5,070,195.42	 	 	 	4,699.32	 	 	 	0.00	 	 	 	0.00	 
	
                                                      7

                                                    	 	
                                                      12/1/2010

                                                    	 	 	30	 	 	 	5,065,470.50	 	 	 	4,724.92	 	 	 	0.00	 	 	 	0.00	 
	
                                                      8

                                                    	 	
                                                      1/1/2011

                                                    	 	 	31	 	 	 	5,060,719.82	 	 	 	4,750.67	 	 	 	0.00	 	 	 	0.00	 
	
                                                      9

                                                    	 	
                                                      2/1/2011

                                                    	 	 	31	 	 	 	5,055,943.26	 	 	 	4,776.56	 	 	 	0.00	 	 	 	0.00	 
	
                                                      10

                                                    	 	
                                                      3/1/2011

                                                    	 	 	28	 	 	 	5,051,140.66	 	 	 	4,802.59	 	 	 	0.00	 	 	 	0.00	 
	
                                                      11

                                                    	 	
                                                      4/1/2011

                                                    	 	 	31	 	 	 	5,046,311.90	 	 	 	4,828.77	 	 	 	0.00	 	 	 	0.00	 
	
                                                      12

                                                    	 	
                                                      5/1/2011

                                                    	 	 	30	 	 	 	5,041,456.81	 	 	 	4,855.08	 	 	 	0.00	 	 	 	0.00	 
	
                                                      13

                                                    	 	
                                                      6/1/2011

                                                    	 	 	31	 	 	 	5,036,575.27	 	 	 	4,881.54	 	 	 	0.00	 	 	 	0.00	 
	
                                                      14

                                                    	 	
                                                      7/1/2011

                                                    	 	 	30	 	 	 	5,031,667.13	 	 	 	4,908.14	 	 	 	0.00	 	 	 	0.00	 
	
                                                      15

                                                    	 	
                                                      8/1/2011

                                                    	 	 	31	 	 	 	5,026,732.24	 	 	 	4,934.89	 	 	 	0.00	 	 	 	0.00	 
	
                                                      16

                                                    	 	
                                                      9/1/2011

                                                    	 	 	31	 	 	 	5,021,770.46	 	 	 	4,961.78	 	 	 	0.00	 	 	 	0.00	 
	
                                                      17

                                                    	 	
                                                      10/1/2011

                                                    	 	 	30	 	 	 	5,016,781.63	 	 	 	4,988.82	 	 	 	0.00	 	 	 	0.00	 
	
                                                      18

                                                    	 	
                                                      11/1/2011

                                                    	 	 	31	 	 	 	5,011,765.62	 	 	 	5,016.01	 	 	 	0.00	 	 	 	0.00	 
	
                                                      19

                                                    	 	
                                                      12/1/2011

                                                    	 	 	30	 	 	 	5,006,722.27	 	 	 	5,043.35	 	 	 	0.00	 	 	 	0.00	 
	
                                                      20

                                                    	 	
                                                      1/1/2012

                                                    	 	 	31	 	 	 	5,001,651.44	 	 	 	5,070.83	 	 	 	0.00	 	 	 	0.00	 
	
                                                      21

                                                    	 	
                                                      2/1/2012

                                                    	 	 	31	 	 	 	4,996,552.98	 	 	 	5,098.47	 	 	 	0.00	 	 	 	0.00	 
	
                                                      22

                                                    	 	
                                                      3/1/2012

                                                    	 	 	29	 	 	 	4,991,426.72	 	 	 	5,126.25	 	 	 	0.00	 	 	 	0.00	 
	
                                                      23

                                                    	 	
                                                      4/1/2012

                                                    	 	 	31	 	 	 	4,986,272.54	 	 	 	5,154.19	 	 	 	0.00	 	 	 	0.00	 
	
                                                      24

                                                    	 	
                                                      5/1/2012

                                                    	 	 	30	 	 	 	4,981,090.26	 	 	 	5,182.28	 	 	 	0.00	 	 	 	0.00	 
	
                                                      25

                                                    	 	
                                                      6/1/2012

                                                    	 	 	31	 	 	 	4,975,879.75	 	 	 	5,210.52	 	 	 	0.00	 	 	 	0.00	 
	
                                                      26

                                                    	 	
                                                      7/1/2012

                                                    	 	 	30	 	 	 	4,970,640.83	 	 	 	5,238.91	 	 	 	0.00	 	 	 	0.00	 
	
                                                      27

                                                    	 	
                                                      8/1/2012

                                                    	 	 	31	 	 	 	4,965,373.37	 	 	 	5,267.46	 	 	 	0.00	 	 	 	0.00	 
	
                                                      28

                                                    	 	
                                                      9/1/2012

                                                    	 	 	31	 	 	 	4,960,077.20	 	 	 	5,296.17	 	 	 	0.00	 	 	 	0.00	 
	
                                                      29

                                                    	 	
                                                      10/1/2012

                                                    	 	 	30	 	 	 	4,954,752.17	 	 	 	5,325.03	 	 	 	0.00	 	 	 	0.00	 
	
                                                      30

                                                    	 	
                                                      11/1/2012

                                                    	 	 	31	 	 	 	4,949,398.12	 	 	 	5,354.05	 	 	 	0.00	 	 	 	0.00	 
	
                                                      31

                                                    	 	
                                                      12/1/2012

                                                    	 	 	30	 	 	 	4,944,014.89	 	 	 	5,383.23	 	 	 	0.00	 	 	 	0.00	 
	
                                                      32

                                                    	 	
                                                      1/1/2013

                                                    	 	 	31	 	 	 	4,938,602.33	 	 	 	5,412.57	 	 	 	0.00	 	 	 	0.00	 
	
                                                      33

                                                    	 	
                                                      2/1/2013

                                                    	 	 	31	 	 	 	4,933,160.26	 	 	 	5,442.06	 	 	 	0.00	 	 	 	0.00	 
	
                                                      34

                                                    	 	
                                                      3/1/2013

                                                    	 	 	28	 	 	 	4,927,688.54	 	 	 	5,471.72	 	 	 	0.00	 	 	 	0.00	 
	
                                                      35

                                                    	 	
                                                      4/1/2013

                                                    	 	 	31	 	 	 	4,922,187.01	 	 	 	5,501.54	 	 	 	0.00	 	 	 	0.00	 
	
                                                      36

                                                    	 	
                                                      5/1/2013

                                                    	 	 	30	 	 	 	4,916,655.49	 	 	 	5,531.52	 	 	 	0.00	 	 	 	0.00	 
	
                                                      37

                                                    	 	
                                                      6/1/2013

                                                    	 	 	31	 	 	 	4,911,093.82	 	 	 	5,561.66	 	 	 	0.00	 	 	 	0.00	 
	
                                                      38

                                                    	 	
                                                      7/1/2013

                                                    	 	 	30	 	 	 	4,905,501.85	 	 	 	5,591.97	 	 	 	0.00	 	 	 	0.00	 
	
                                                      39

                                                    	 	
                                                      8/1/2013

                                                    	 	 	31	 	 	 	4,899,879.40	 	 	 	5,622.45	 	 	 	0.00	 	 	 	0.00	 
	
                                                      40

                                                    	 	
                                                      9/1/2013

                                                    	 	 	31	 	 	 	4,894,226.31	 	 	 	5,653.09	 	 	 	0.00	 	 	 	0.00	 
	
                                                      41

                                                    	 	
                                                      10/1/2013

                                                    	 	 	30	 	 	 	4,888,542.42	 	 	 	5,683.90	 	 	 	0.00	 	 	 	0.00	 
	
                                                      42

                                                    	 	
                                                      11/1/2013

                                                    	 	 	31	 	 	 	4,882,827.55	 	 	 	5,714.87	 	 	 	0.00	 	 	 	0.00	 
	
                                                      43

                                                    	 	
                                                      12/1/2013

                                                    	 	 	30	 	 	 	4,877,081.53	 	 	 	5,746.01	 	 	 	0.00	 	 	 	0.00	 
	
                                                      44

                                                    	 	
                                                      1/1/2014

                                                    	 	 	31	 	 	 	4,871,304.20	 	 	 	5,777.33	 	 	 	0.00	 	 	 	0.00	 
	
                                                      45

                                                    	 	
                                                      2/1/2014

                                                    	 	 	31	 	 	 	4,865,495.39	 	 	 	5,808.81	 	 	 	0.00	 	 	 	0.00	 
	
                                                      46

                                                    	 	
                                                      3/1/2014

                                                    	 	 	28	 	 	 	4,859,654.92	 	 	 	5,840.47	 	 	 	0.00	 	 	 	0.00	 
	
                                                      47

                                                    	 	
                                                      4/1/2014

                                                    	 	 	31	 	 	 	4,853,782.62	 	 	 	5,872.30	 	 	 	0.00	 	 	 	0.00	 
	
                                                      48

                                                    	 	
                                                      5/1/2014

                                                    	 	 	30	 	 	 	4,847,878.32	 	 	 	5,904.30	 	 	 	0.00	 	 	 	0.00	 
	
                                                      49

                                                    	 	
                                                      6/1/2014

                                                    	 	 	31	 	 	 	4,841,941.85	 	 	 	5,936.48	 	 	 	0.00	 	 	 	0.00	 
	
                                                      50

                                                    	 	
                                                      7/1/2014

                                                    	 	 	30	 	 	 	4,835,973.02	 	 	 	5,968.83	 	 	 	0.00	 	 	 	0.00	 
	
                                                      51

                                                    	 	
                                                      8/1/2014

                                                    	 	 	31	 	 	 	4,829,971.67	 	 	 	6,001.36	 	 	 	0.00	 	 	 	0.00	 
	
                                                      52

                                                    	 	
                                                      9/1/2014

                                                    	 	 	31	 	 	 	4,823,937.60	 	 	 	6,034.06	 	 	 	0.00	 	 	 	0.00	 
	
                                                      53

                                                    	 	
                                                      10/1/2014

                                                    	 	 	30	 	 	 	4,817,870.66	 	 	 	6,066.94	 	 	 	0.00	 	 	 	0.00	 
	
                                                      54

                                                    	 	
                                                      11/1/2014

                                                    	 	 	31	 	 	 	4,811,770.65	 	 	 	6,100.01	 	 	 	0.00	 	 	 	0.00	 
	
                                                      55

                                                    	 	
                                                      12/1/2014

                                                    	 	 	30	 	 	 	4,805,637.40	 	 	 	6,133.25	 	 	 	0.00	 	 	 	0.00	 
	
                                                      56

                                                    	 	
                                                      1/1/2015

                                                    	 	 	31	 	 	 	4,799,470.73	 	 	 	6,166.67	 	 	 	0.00	 	 	 	0.00	 
	
                                                      57

                                                    	 	
                                                      2/1/2015

                                                    	 	 	31	 	 	 	4,793,270.45	 	 	 	6,200.28	 	 	 	0.00	 	 	 	0.00	 
	
                                                      58

                                                    	 	
                                                      3/1/2015

                                                    	 	 	28	 	 	 	4,787,036.38	 	 	 	6,234.07	 	 	 	0.00	 	 	 	0.00	 
	
                                                      59

                                                    	 	
                                                      4/1/2015

                                                    	 	 	31	 	 	 	4,780,768.33	 	 	 	6,268.04	 	 	 	0.00	 	 	 	0.00	 
	
                                                      60

                                                    	 	
                                                      4/30/2015

                                                    	 	 	29	 	 	 	0.00	 	 	 	6,302.20	 	 	 	4,774,466.13	 	 	 	4,774,466.13	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      Schedule
2.3

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Payment
Schedule

    


    Part 2

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	
                                      Closing
      Date

                                    	
                                      4/30/2010

                                    	
                                      LIBOR
      Rate

                                    	
                                      0.000%

                                    	 
      
	 
      	 
      	
                                      End
      of Accrual 

                                      Date

                                    	
                                      4/12/2010

                                    	
                                      Spread

                                    	
                                      6.620%

                                    	 
      
	 
      	 
      	
                                      First
      Payment 

                                      Date

                                    	
                                      6/1/2010

                                    	
                                      Coupon
      Rate

                                    	
                                      6.620%

                                    	 
      
	 
      	 
      	
                                      Original
      Balance

                                    	
                                      $12,901,988

                                    	
                                      Int
      Conv

                                    	
                                      Actual/360

                                    	 
      
	 
      	 
      	
                                      Maturity
      Date

                                    	
                                      1/9/2011

                                    	
                                      Int
      Only 

                                      Period

                                    	
                                      0

                                    	
                                      Months

                                    
	 
      	 
      	
                                      Sub-Interest
      

                                      Accrual

                                    	
                                      $42,705.58

                                    	
                                      Amort
      Period

                                    	
                                      300

                                    	
                                      Months

                                    
	 
      	 
      	 
      	 
      	
                                      Fixed/Float

                                    	
                                      Fixed

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Annual
      Summary

                                    	 	
                                      Days

                                    	 	 	
                                      Ending
      

                                      Balance

                                    	 	 	
                                      Principal

                                    	 	 	
                                      Prepayment

                                    	 	 	
                                      Balloon
      

                                      Amount

                                    	 
	 
      	 	
                                      Year
      1

                                    	 	 	253	 	 	 	0.00	 	 	 	153,403	 	 	 	12,748,585	 	 	 	12,766,012	 
	 
      	 	
                                      Year
      2

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      3

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      7Year
      4

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      5

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      6

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      7

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      8

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      9

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                      Year
      10

                                    	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      Period

                                    	 	
                                      Date

                                    	 	
                                      Days

                                    	 	 	
                                      Ending
      

                                      Balance

                                    	 	 	
                                      Principal

                                    	 	 	
                                      Prepayment

                                    	 	 	
                                      Balloon
      

                                      Amount

                                    	 
	
                                      0

                                    	 	
                                      4/30/2010

                                    	 	 	 	 	 	 	12,901,988.00	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                      1

                                    	 	
                                      6/1/2010

                                    	 	 	31	 	 	 	12,885,321.00	 	 	 	16,667.00	 	 	 	0.00	 	 	 	0.00	 
	
                                      2

                                    	 	
                                      7/1/2010

                                    	 	 	30	 	 	 	12,868,560.77	 	 	 	16,760.22	 	 	 	0.00	 	 	 	0.00	 
	
                                      3

                                    	 	
                                      8/1/2010

                                    	 	 	31	 	 	 	12,851,706.81	 	 	 	16,853.97	 	 	 	0.00	 	 	 	0.00	 
	
                                      4

                                    	 	
                                      9/1/2010

                                    	 	 	31	 	 	 	12,834,758.57	 	 	 	16,948.24	 	 	 	0.00	 	 	 	0.00	 
	
                                      5

                                    	 	
                                      10/1/2010

                                    	 	 	30	 	 	 	12,817,715.53	 	 	 	17,043.03	 	 	 	0.00	 	 	 	0.00	 
	
                                      6

                                    	 	
                                      11/1/2010

                                    	 	 	31	 	 	 	12,800,577.17	 	 	 	17,138.36	 	 	 	0.00	 	 	 	0.00	 
	
                                      7

                                    	 	
                                      12/1/2010

                                    	 	 	30	 	 	 	12,783,342.95	 	 	 	17,234.22	 	 	 	0.00	 	 	 	0.00	 
	
                                      8

                                    	 	
                                      1/1/2011

                                    	 	 	31	 	 	 	12,766,012.34	 	 	 	17,330.62	 	 	 	0.00	 	 	 	0.00	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        Schedule
2.3

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Payment
Schedule

    


    Part 3

     

    
      
        
          	 
      	 
      	
                  Closing
      Date

                	
                  1/9/2011

                	
                  LIBOR
      Rate

                	
                  1.000%

                	 
      
	 
      	 
      	
                  End
      of Accrual 

                  Date

                	
                  1/9/2011

                	
                  Spread

                	
                  5.450%

                	 
      
	 
      	 
      	
                  First
      Payment 

                  Date

                	
                  2/1/2011

                	
                  Coupon
      Rate

                	
                  6.450%

                	 
      
	 
      	 
      	
                  Original Balance

                	
                  $12,766,012

                	
                  Int
      Conv

                	
                  Actual/360

                	 
      
	 
      	 
      	
                  Maturity
      Date

                	
                  4/30/2015

                	
                  Int
      Only 

                  Period

                	
                  0

                	
                  Months

                
	 
      	 
      	
                  Sub-Interest
      

                  Accrual

                	
                  $0.00

                	
                  Amort
      Period

                	
                  360

                	
                  Months

                
	 
      	 
      	 
      	 
      	
                  Fixed/Float

                	
                  Floating

                	 
      


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            Annual
      Summary

                                                                                          	 	
                                                                                            Days

                                                                                          	 	 	
                                                                                            Ending
      

                                                                                            Balance

                                                                                          	 	 	
                                                                                            Principal

                                                                                          	 	 	
                                                                                            Prepayment

                                                                                          	 	 	
                                                                                            Balloon
      

                                                                                            Amount

                                                                                          	 
	 
      	 	
                                                                                            Year
      1

                                                                                          	 	 	365	 	 	 	12,624,391.60	 	 	 	141,621	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      2

                                                                                          	 	 	366	 	 	 	12,473,226.77	 	 	 	151,165	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      3

                                                                                          	 	 	365	 	 	 	12,311,874.63	 	 	 	161,352	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      4

                                                                                          	 	 	365	 	 	 	12,139,648.65	 	 	 	172,226	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      5

                                                                                          	 	 	119	 	 	 	0.00	 	 	 	59,950	 	 	 	12,079,698	 	 	 	12,079,698	 
	 
      	 	
                                                                                            Year
      6

                                                                                          	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      7

                                                                                          	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      8

                                                                                          	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      9

                                                                                          	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	
                                                                                            Year
      10

                                                                                          	 	 	0	 	 	 	0.00	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
      	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            Period

                                                                                          	 	
                                                                                            Date

                                                                                          	 	
                                                                                            Days

                                                                                          	 	 	
                                                                                            Ending
      

                                                                                            Balance

                                                                                          	 	 	
                                                                                            Principal

                                                                                          	 	 	
                                                                                            Prepayment

                                                                                          	 	 	
                                                                                            Balloon
      

                                                                                            Amount

                                                                                          	 
	
                                                                                            0

                                                                                          	 	
                                                                                            1/9/2011

                                                                                          	 	 	 	 	 	 	12,766,012.34	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                                                                                            1

                                                                                          	 	
                                                                                            2/1/2011

                                                                                          	 	 	31	 	 	 	12,754,560.18	 	 	 	11,452.16	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            2

                                                                                          	 	
                                                                                            3/1/2011

                                                                                          	 	 	28	 	 	 	12,743,045.61	 	 	 	11,514.57	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            3

                                                                                          	 	
                                                                                            4/1/2011

                                                                                          	 	 	31	 	 	 	12,731,468.29	 	 	 	11,577.32	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            4

                                                                                          	 	
                                                                                            5/1/2011

                                                                                          	 	 	30	 	 	 	12,719,827.88	 	 	 	11,640.41	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            5

                                                                                          	 	
                                                                                            6/1/2011

                                                                                          	 	 	31	 	 	 	12,708,124.03	 	 	 	11,703.85	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            6

                                                                                          	 	
                                                                                            7/1/2011

                                                                                          	 	 	30	 	 	 	12,696,356.40	 	 	 	11,767.63	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            7

                                                                                          	 	
                                                                                            8/1/2011

                                                                                          	 	 	31	 	 	 	12,684,524.64	 	 	 	11,831.76	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            8

                                                                                          	 	
                                                                                            9/1/2011

                                                                                          	 	 	31	 	 	 	12,672,628.40	 	 	 	11,896.24	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            9

                                                                                          	 	
                                                                                            10/1/2011

                                                                                          	 	 	30	 	 	 	12,660,667.33	 	 	 	11,961.07	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            10

                                                                                          	 	
                                                                                            11/1/2011

                                                                                          	 	 	31	 	 	 	12,648,641.08	 	 	 	12,026.25	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            11

                                                                                          	 	
                                                                                            12/1/2011

                                                                                          	 	 	30	 	 	 	12,636,549.29	 	 	 	12,091.79	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            12

                                                                                          	 	
                                                                                            1/1/2012

                                                                                          	 	 	31	 	 	 	12,624,391.60	 	 	 	12,157.69	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            13

                                                                                          	 	
                                                                                            2/1/2012

                                                                                          	 	 	31	 	 	 	12,612,167.66	 	 	 	12,223.94	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            14

                                                                                          	 	
                                                                                            3/1/2012

                                                                                          	 	 	29	 	 	 	12,599,877.10	 	 	 	12,290.56	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            15

                                                                                          	 	
                                                                                            4/1/2012

                                                                                          	 	 	31	 	 	 	12,587,519.56	 	 	 	12,357.54	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            16

                                                                                          	 	
                                                                                            5/1/2012

                                                                                          	 	 	30	 	 	 	12,575,094.68	 	 	 	12,424.88	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            17

                                                                                          	 	
                                                                                            6/1/2012

                                                                                          	 	 	31	 	 	 	12,562,602.09	 	 	 	12,492.59	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            18

                                                                                          	 	
                                                                                            7/1/2012

                                                                                          	 	 	30	 	 	 	12,550,041.41	 	 	 	12,560.67	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            19

                                                                                          	 	
                                                                                            8/1/2012

                                                                                          	 	 	31	 	 	 	12,537,412.29	 	 	 	12,629.13	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            20

                                                                                          	 	
                                                                                            9/1/2012

                                                                                          	 	 	31	 	 	 	12,524,714.34	 	 	 	12,697.95	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            21

                                                                                          	 	
                                                                                            10/1/2012

                                                                                          	 	 	30	 	 	 	12,511,947.19	 	 	 	12,767.15	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            22

                                                                                          	 	
                                                                                            11/1/2012

                                                                                          	 	 	31	 	 	 	12,499,110.46	 	 	 	12,836.73	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            23

                                                                                          	 	
                                                                                            12/1/2012

                                                                                          	 	 	30	 	 	 	12,486,203.78	 	 	 	12,906.68	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            24

                                                                                          	 	
                                                                                            1/1/2013

                                                                                          	 	 	31	 	 	 	12,473,226.77	 	 	 	12,977.02	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            25

                                                                                          	 	
                                                                                            2/1/2013

                                                                                          	 	 	31	 	 	 	12,460,179.03	 	 	 	13,047.74	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            26

                                                                                          	 	
                                                                                            3/1/2013

                                                                                          	 	 	28	 	 	 	12,447,060.18	 	 	 	13,118.84	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            27

                                                                                          	 	
                                                                                            4/1/2013

                                                                                          	 	 	31	 	 	 	12,433,869.85	 	 	 	13,190.34	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            28

                                                                                          	 	
                                                                                            5/1/2013

                                                                                          	 	 	30	 	 	 	12,420,607.63	 	 	 	13,262.22	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            29

                                                                                          	 	
                                                                                            6/1/2013

                                                                                          	 	 	31	 	 	 	12,407,273.13	 	 	 	13,334.49	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            30

                                                                                          	 	
                                                                                            7/1/2013

                                                                                          	 	 	30	 	 	 	12,393,865.97	 	 	 	13,407.16	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            31

                                                                                          	 	
                                                                                            8/1/2013

                                                                                          	 	 	31	 	 	 	12,380,385.74	 	 	 	13,480.23	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            32

                                                                                          	 	
                                                                                            9/1/2013

                                                                                          	 	 	31	 	 	 	12,366,832.05	 	 	 	13,553.69	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            33

                                                                                          	 	
                                                                                            10/1/2013

                                                                                          	 	 	30	 	 	 	12,353,204.50	 	 	 	13,627.55	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            34

                                                                                          	 	
                                                                                            11/1/2013

                                                                                          	 	 	31	 	 	 	12,339,502.68	 	 	 	13,701.82	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            35

                                                                                          	 	
                                                                                            12/1/2013

                                                                                          	 	 	30	 	 	 	12,325,726.19	 	 	 	13,776.49	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            36

                                                                                          	 	
                                                                                            1/1/2014

                                                                                          	 	 	31	 	 	 	12,311,874.63	 	 	 	13,851.57	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            37

                                                                                          	 	
                                                                                            2/1/2014

                                                                                          	 	 	31	 	 	 	12,297,947.58	 	 	 	13,927.05	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            38

                                                                                          	 	
                                                                                            3/1/2014

                                                                                          	 	 	28	 	 	 	12,283,944.63	 	 	 	14,002.95	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            39

                                                                                          	 	
                                                                                            4/1/2014

                                                                                          	 	 	31	 	 	 	12,269,865.37	 	 	 	14,079.26	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            40

                                                                                          	 	
                                                                                            5/1/2014

                                                                                          	 	 	30	 	 	 	12,255,709.38	 	 	 	14,155.99	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            41

                                                                                          	 	
                                                                                            6/1/2014

                                                                                          	 	 	31	 	 	 	12,241,476.25	 	 	 	14,233.13	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            42

                                                                                          	 	
                                                                                            7/1/2014

                                                                                          	 	 	30	 	 	 	12,227,165.55	 	 	 	14,310.70	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            43

                                                                                          	 	
                                                                                            8/1/2014

                                                                                          	 	 	31	 	 	 	12,212,776.86	 	 	 	14,388.69	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            44

                                                                                          	 	
                                                                                            9/1/2014

                                                                                          	 	 	31	 	 	 	12,198,309.76	 	 	 	14,467.10	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            45

                                                                                          	 	
                                                                                            10/1/2014

                                                                                          	 	 	30	 	 	 	12,183,763.82	 	 	 	14,545.94	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            46

                                                                                          	 	
                                                                                            11/1/2014

                                                                                          	 	 	31	 	 	 	12,169,138.61	 	 	 	14,625.21	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            47

                                                                                          	 	
                                                                                            12/1/2014

                                                                                          	 	 	30	 	 	 	12,154,433.70	 	 	 	14,704.91	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            48

                                                                                          	 	
                                                                                            1/1/2015

                                                                                          	 	 	31	 	 	 	12,139,648.65	 	 	 	14,785.05	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            49

                                                                                          	 	
                                                                                            2/1/2015

                                                                                          	 	 	31	 	 	 	12,124,783.03	 	 	 	14,865.62	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            50

                                                                                          	 	
                                                                                            3/1/2015

                                                                                          	 	 	28	 	 	 	12,109,836.39	 	 	 	14,946.64	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            51

                                                                                          	 	
                                                                                            4/1/2015

                                                                                          	 	 	31	 	 	 	12,094,808.30	 	 	 	15,028.09	 	 	 	0.00	 	 	 	0.00	 
	
                                                                                            52

                                                                                          	 	
                                                                                            4/30/2015

                                                                                          	 	 	29	 	 	 	0.00	 	 	 	15,109.99	 	 	 	12,079,698.31	 	 	 	12,079,698.31	 


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        Schedule
2.3

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
2.10

    


    Sources
and Uses

    


    [To
be provided]


     

    
      Schedule
2.10-1

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
7.2

    


    COMPLIANCE
CERTIFICATE

    


    Compliance
Certificate

    


    Date:
________________, ______

    


    General
Electric Capital Corporation

    500 West
Monroe Street

    Chicago,
Illinois  60661

    Attention:           Michelle
R. Kelly

    


    Re: Compliance Certificate – Loan Nos.
07-0004226 and 07-0014226

    


    Ladies
and Gentlemen:

    


    This
certificate is given in accordance with Section 7.2 and Section 9.10 of the
Amended and Restated Loan Agreement dated as of April 30, 2010 (as amended from
time to time, the “Loan Agreement”), among RSC Oakleaf Greenville, LLC and RSC
Oakleaf Lexington, LLC, each a Florida limited liability
company  (each a “Borrower” and collectively, the “Borrowers”) and
General Electric Capital Corporation (“Lender”).  Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to them
in the Loan Agreement.

    


    I hereby
certify that:

    


    
      	
               
      

            	
              1.

            	
              I
      am an officer of the Managing Member of each Borrower,
  and

            


    

    


    
      	
               
      

            	
              2.

            	
              Based
      on my review of the financial statements delivered with this certificate
      in accordance with the Section 6.1 of the Loan Agreement, such (a)
      financial statements fairly present the financial condition of the
      Borrowers as the dates of such financial statements in all material
      respects and (b) have been prepared in accordance with GAAP consistently
      applied.  There have been no material changes in accounting
      policies or financial reporting practices of any Borrower since
      ____________, 200_ [insert date of last year-end financial statement
      provided by Borrowers], or, if any such change has occurred, I have
      attached a description of such
changes.

            


    

    


    
      	
            	
              3.  

            	
              I
      have reviewed the terms of the Loan Agreement and have made, or caused to
      be made under my supervision, a review in reasonable detail of the
      transactions and condition of the Borrowers during the accounting period
      covered by such financial
statements.

            


    

    


    LOAN AGREEMENT – Schedule 7.2 – Page
2


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              4.

            	
              Such
      review has not disclosed the existence during or at the end of such
      accounting period, and I have no knowledge whether arising out of such
      review or otherwise, of the existence during or at the end of such
      accounting period or as of the date hereof, of any condition or event that
      constitutes a Potential Default or an Event of Default, or if any
      Potential Default or Event or Default existed or exists, attached as Schedule
      1 hereto is a description of the nature and period of existence
      thereof and what action Borrowers have taken or propose to take with
      respect thereto.

            


    

    


    
      	
               
      

            	
              5.

            	
              Cornerstone
      Principal is in compliance with the covenants contained in the Agreement
      of Principal constituting a part of the Loan
      Documents except as set
      forth in Schedule 4
      attached hereto.

            


    

    


    
      	
               
      

            	
              6.

            	
              Except
      as noted on Schedule
      2 attached hereto, the undersigned has no knowledge of any federal
      or state tax liens having been filed against any Borrower, any Master
      Tenant or all or any portion of the
Project.

            


    

    


    
      	
               
      

            	
              7.

            	
              Except
      as noted on Schedule
      2 attached hereto, the undersigned has no knowledge of any failure
      of any Borrower or any Master Tenant to make required payments of
      withholding or other tax obligations of such Borrower or any Master Tenant
      during the accounting period to which the attached statements pertain or
      any subsequent period.

            


    

    


    
      	
               
      

            	
              8.

            	
              If
      the Loan Agreement contemplates payments into a lockbox or restricted
      account, or directly to Lender, Borrowers and any Master Tenant (as
      required under the Loan Agreement or in the Loan Documents) have directed
      all of its account debtors, residents and/or lessees, as applicable, to
      make payments into such account or to
Lender.

            


    

    


    
      	
               
      

            	
              9.

            	
              If
      the Loan Agreement contemplates a lien on the deposit accounts of the
      Borrowers in favor of Lender, Schedule
      3 attached hereto contains a complete and accurate statement of all
      deposit or investment accounts maintained by Borrowers or any Master
      Tenant .

            


    

    


    
      	
            	
              10.

            	
              With
      respect to each of the Projects:

            


    

    


    
      	
               
      

            	
              (a)

            	
              there
      are no current, pending or threatened proceedings relating to a
      condemnation or other public taking of the
  Project;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Project has suffered no casualty or other damage or loss of the type
      typically covered by hazard
insurance;

            


    

    


    
      	
               
      

            	
              (c)

            	
              all
      insurance required to be maintained by Borrowers, Guarantor or any
      Operator under the Loan Agreement is in
force;

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      real estate taxes or other assessments pertaining to the Project have been
      paid as and when due;

            


    

    


    
      	 	
              (e)  

            	
              the
      undersigned has no knowledge of any current, pending or threatened changes
      to the zoning classification or permitted uses of the Project;
      and

            


    

    


    LOAN AGREEMENT – Schedule 7.2 – Page
3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              11.

            	
              All
      of the other covenants (i.e., those not specifically described in the
      prior paragraphs above) set forth in the Loan Agreement and Security
      Documents are fully performed and the representations and warranties set
      forth in the Loan Agreement and Security Documents are and remain true,
      correct, and complete (except as set forth on Schedule
      4 attached hereto).

            


    

    


    
      	
            	
              12.

            	
              Except
      as set forth in the Loan Agreement or on Schedule
      5 attached hereto, no Borrower has received (a) any notice of
      default under other obligations relating to the Project or otherwise
      material to such Borrower’s business, including any notices of violations
      of any laws, regulations, codes or ordinances; (b) any notice of
      threatened or pending legal, judicial or regulatory proceedings, including
      any dispute between any Borrower and any governmental authority,
      materially adversely affecting any Borrower or any Project; (c) inquiries,
      investigations or proceedings concerning the business affairs, practices,
      licensing or reimbursement entitlements of any Borrower, Principal or any
      Master Tenant; (d) any notice of default or termination given or made to
      any Master Tenant by any Borrower or received from any Master Tenant; and
      (e) any notice of default or termination under any license or permit
      necessary for the operation of any Project in the manner required by the
      Loan Agreement.  If any such notices have been received, they
      are listed on Schedule
      5 and Borrowers have
      provided (or are providing concurrently with this Certificate) Lender with
      copies of such notices referred to
herein.

            


    

    


    
      	
            	
              13.

            	
              The
      calculations set forth on Schedule
      6 have been made to determine Borrowers’ compliance with Section
      7.25 of the Loan Agreement, which calculations are true, correct,
      and complete.

            


    

    


    LOAN AGREEMENT – Schedule 7.2 – Page
4


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
forgoing certification and computations are made as of _____________, 20___ and
delivered this _____day of _____________, 20___.

     

    
      
        
          
            
              
                
                  
                    	
                            Sincerely,

                          
	 
      
	
                            BORROWERS:

                          
	 
      
	
                            RSC
      OAKLEAF GREENVILLE, LLC,    

                            a
      Florida limited liability company

                          
	 
      	 
      	 
      	 
      
	
                            By: 

                          	
                            Royal
      Cornerstone South Carolina 

                            Portfolio,
      LLC, a Delaware limited 

                            liability
      company, its sole member

                          
	 
      	 
      
	
                            By:

                          	
                            Cornerstone
      Oakleaf Village, LLC, its 

                            Managing
      Member

                          
	 
      	 
      	 
      	 
      
	 
      	
                            By: 

                          	 
      
	 
      	 
      	
                            Name:

                          	 
      
	 
      	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          RSC
      OAKLEAF LEXINGTON, LLC,

                          a
      Florida limited liability company

                        
	 
      	 
      	 
      	 
      
	
                          By: 

                        	
                          Royal
      Cornerstone South Carolina 

                          Portfolio,
      LLC, a Delaware limited 

                          liability
      company, its sole member

                        
	 
      	 
      	 
      	 
      
	
                          By:

                        	
                          Cornerstone
      Oakleaf Village, LLC, its 

                          Managing
      Member

                        
	 
      	 
      	 
      	 
      
	 
      	
                          By: 

                        	 
      	 
      
	 
      	 
      	
                          Name:

                        	 
      
	 
      	 
      	
                          Title:

                        	 
      


                

              

            

          

        

      

    

     

    LOAN AGREEMENT – Schedule 7.2 – Page
5

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
1

    


    Description
of Defaults or Potential

    Defaults
and Cures Being Undertaken

    


    LOAN AGREEMENT – Schedule 7.2 – Page
6


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
2

    


    Tax
Liens or Withholding Obligations

    


    LOAN AGREEMENT – Schedule 7.2 – Page
7

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
3

    


    List
of all Deposit Accounts

    


    LOAN AGREEMENT – Schedule 7.2 – Page
8

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
4

    


    Exceptions to Covenant
Compliance

    


    LOAN AGREEMENT – Schedule 7.2 – Page
9

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Schedule
5

    


    Schedule
of Notices of Default, Litigation, etc.

    


    LOAN AGREEMENT – Schedule 7.2 – Page
10

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Schedule
6

    


    Financial
Covenant Analysis

    


    As
of: ____________ __, 20__

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    A.  
      NET
      OPERATING INCOME1
      (“NOI”):

                                                  
	 
	
                                                    (1) 
      Name of Borrower:

                                                  	
                                                    (1)
                                                   
      

                                                  
	 	 
	
                                                    (a)   Calculation
      Period:

                                                  	
                                                    (a) Trailing 12
      months

                                                  
	 	 
	
                                                    (b) 
       Revenue:

                                                  	
                                                    (b)  $                                            

                                                  
	 	 
	
                                                    (c)   Less
      Expenses:

                                                    (including
      real estate tax, management fee of not less than 5% of effective gross
      income regardless of whether paid (or actual if higher)) & replacement
      reserve of $360 per licensed bed/unit)

                                                  	
                                                    (c)  $                                            

                                                  
	 	 
	
                                                    (d)   Net Operating
      Income:

                                                  	
                                                    (d)  $                                            

                                                  
	 	 
	
                                                    (2) 
      Name of Borrower:

                                                  	
                                                    (2)                                               

                                                  
	 	 
	
                                                    (a)   Calculation
      Period:

                                                  	
                                                    (a) Trailing _____
      months

                                                  
	 	 
	
                                                    (b) 
       Revenue:

                                                  	
                                                    (b)  $                                            

                                                  
	 	 
	
                                                    (c)   Less
      Expenses:

                                                    (including
      real estate tax, management fee of not less than 5% of effective gross
      income regardless of whether paid (or actual if higher)) & replacement
      reserve of $360 per licensed bed/unit)

                                                  	
                                                    (c)  $                                             

                                                  
	 	 
	
                                                    (d)   Net Operating
      Income:

                                                  	
                                                    (d)  $                                            

                                                  
	 	 
	
                                                    (3) 
      Aggregate NOI for all Borrowers:

                                                  	
                                                    (3)  $                                            

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      

    

    
      1 A
separate calculation of Net Operating Income for each Borrower is to be
provided.

    

     

    LOAN AGREEMENT – Schedule 7.2 – Page
1

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                          B.  DEBT SERVICE OF
      BORROWERS:

                                                                        
	 
	
                                                                          (1) 
      Calculation Period:

                                                                        	
                                                                          (1)  Trailing
      12 months

                                                                        
	 	 
	
                                                                          (2) 
      Debt Service Calculation:

                                                                        	
                                                                          (2)

                                                                        
	 	 
	
                                                                          (a)  Interest
      Expense

                                                                        	
                                                                          (a)  $                                    

                                                                        
	 	 
	
                                                                          (b) 
      Scheduled amortization of principal

                                                                        	
                                                                          (b)  $                                    

                                                                        
	 	 
	
                                                                          (c)  Other Payments on
      Permitted Debt

                                                                        	
                                                                          (c)  $                                    
      

                                                                        
	 	 
	
                                                                          (d)  Total Debt
      Service

                                                                        	
                                                                          (d)  $                                    

                                                                        
	 	 
	
                                                                          (3) 
      Debt Service Coverage Ratio (Aggregate NOI/Debt Service):

                                                                        	
                                                                          (3)                        
      :1.00

                                                                        
	 	 
	
                                                                          (4) 
      Required minimum Debt Service Coverage pursuant to Section
      7.25:

                                                                        	
                                                                          (4)                 
      1.30:1.00

                                                                        
	 	 
	
                                                                          (5) 
      In Compliance:

                                                                        	
                                                                          (5)   ̈
      Yes           
       ̈  No

                                                                        
	 	 
	
                                                                          C. 
      AVERAGE
      OCCUPANCY RATE:

                                                                        
	 
	
                                                                          (1) 
      Calculation Period:

                                                                        	
                                                                          (1)  Trailing
      3 months

                                                                        
	 	 
	
                                                                          (2) 
      Average Occupancy Rate for Calculation Period:

                                                                        	
                                                                          (2)  _______%

                                                                        
	 	 
	
                                                                          (a)  Aggregate
      [Borrower Name]:

                                                                        	
                                                                          (a)  _______%

                                                                        
	 	 
	
                                                                          (b)  [Borrower
      Name]:

                                                                        	
                                                                          (b)  _______%

                                                                        
	 	 
	
                                                                          (3) 
      Initial Occupancy Rate:

                                                                        	
                                                                          (3)  _______%

                                                                        
	 	 
	
                                                                          (4) 
      Required Minimum Occupancy Rate (80% of (3) above):

                                                                        	
                                                                          (4)  _______%

                                                                        
	 	 
	
                                                                          (5) 
      In Compliance:

                                                                        	
                                                                          (5)   ̈
      Yes                 ̈  No

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    LOAN AGREEMENT – Schedule 7.2 – Page
2

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    	
                            D.  
      PROJECT
      YIELD:

                          
	 
	
                            (1) 
      Calculation Period:

                          	
                            (2)  Trailing
      _____ months

                          
	 	 
	
                            (2) 
      Aggregate NOI:

                          	
                            (2)  $                                    

                          
	 	 
	
                            (3) 
      Outstanding principal balance of Loan:

                          	
                            (3)  $                                    

                          
	 	 
	
                            (4) 
      Project Yield for Calculation Period (NOI  ̧ Principal Balance of
      Loan:

                          	
                            (4)  $                                    

                          
	 	 
	
                            (5) 
      Required Project Yield:

                          	
                            (5)  11%

                          
	 	 
	
                            (6) 
      In Compliance:

                          	
                            (6)   ̈
      Yes         ̈  No

                          


                  

                

              

            

          

        

      

    

    


    LOAN AGREEMENT – Schedule 7.2 – Page
3


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
I

     

    Certain
Definitions

     

    As used
herein, the following terms have the meanings indicated:

     

    “Account Bank” has the meaning
assigned to such term in ‎Section
10.3.

     

    “Acceptance Notice” has the
meaning assigned to such term in Error!
Reference source not found..

     

    “Adjusted Actual Rent” has the
meaning assigned to such term in Schedule
II.

     

    “Affiliate” means (a) any
corporation in which any Borrower or any partner, shareholder, director,
officer, member, or manager of any Borrower or any Loan Party directly or
indirectly owns or controls more than ten percent (10%) of the beneficial
interest, (b) any general or limited partnership, joint venture, limited
liability company or limited liability partnership in which any Borrower or any
partner, shareholder, director, officer, member, or manager of any Borrower is a
partner, joint venturer or member, (c) any trust as to which any Borrower or any
partner, shareholder, director, officer, member or manager of any Borrower is a
trustee or beneficiary, (d) any entity of any type which is directly or
indirectly owned or controlled by any Borrower or any partner, shareholder,
director, officer, member or manager of any Borrower or by any Loan Party, (e)
any partner, shareholder, director, officer, member, manager or employee of any
Borrower or any Loan Party, (f) any Person related by birth, adoption or
marriage to any partner, shareholder, director, officer, member, manager, or
employee of any Borrower or any Loan Party, (g) any Loan Party, (h) any Person
which owns or controls, directly or indirectly, more than ten percent (10%) of
the beneficial interests of any Borrower or any Loan Party or (i) any entity of
which more than ten percent (10%) of the beneficial interests are owned or
controlled, directly or indirectly, by an Affiliate as defined in clauses (a)
through (h).

     

    “Agent” has the meaning
assigned to such term in the introductory paragraph of this
Agreement.

     

    “Agreement” means this Loan
Agreement, as amended from time to time.

     

    “Agreement of Principal” means
that certain Agreement of Principal dated as of the date hereof by the
Cornerstone Principal in favor of Agent on behalf of the Lenders, as the same
may be amended, restated, supplemented or modified from time to
time.

     

    “Anti-Money Laundering Laws”
means those laws, regulations and sanctions, state and federal, criminal and
civil, that (a) limit the use of and/or seek the forfeiture of proceeds from
illegal transactions; (b) limit commercial transactions with designated
countries or individuals believed to be terrorists, narcotics dealers or
otherwise engaged in activities contrary to the interests of the United States;
(c) require identification and documentation of the parties with whom a
Financial Institution conducts business; or (d) are designed to disrupt the flow
of funds to terrorist organizations.  Such laws, regulations and
sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the
Trading with the Enemy Act, 50 U.S.C. App. Section 1, et seq., the International
Emergency Economic Powers Act, 50 U.S.C. Section 1701, et seq., and the sanction
regulations promulgated pursuant thereto by the OFAC, as well as laws relating
to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and
1957.

     

    LOAN AGREEMENT – Schedule I – Page
1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Approved Bank Account” shall
mean an account maintained at a bank reasonably approved by Agent, as to which
account, Borrowers, Master Tenants, as applicable, said bank and Agent shall
have entered into an agreement in form and substance reasonably acceptable to
Agent to ensure Agent that Agent has “control” of such account as such term is
defined in the Uniform Commercial Code as in effect in the applicable state and
as to a Borrower’s right, title and interest in such amounts in such account
Agent has a perfected first security interest (all costs and expenses of
negotiating, documenting and maintaining such bank account, agreement and
perfected security interest shall be paid for by Borrowers).

     

    “Bankruptcy Party” shall have
the meaning assigned to such term in Section
8.7.

     

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

     

    “Borrower” and “Borrowers” have the meaning
assigned to such terms in the introductory paragraph of this
Agreement.

     

    “Borrower Anti-Terrorism
Policies” has the meaning assigned to such term in Section
7.20(c).

     

    “Borrower Formation Documents”
has the meaning assigned to such term in Section
5.4.

     

    “Business Day” means a day
other than a Saturday, a Sunday, or a legal holiday on which national banks
located in the States of South Carolina or Illinois are not open for general
banking business.

     

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

     

    “Charges” has the meaning
assigned to such term in Section
7.3.

     

    “Collateral” has the meaning
assigned to such term in Section
2.4.

     

    “Compliance Certificate” means
the compliance certificate in the form of Schedule 7.2 attached
hereto.

     

    “CON” has the meaning assigned
to such term in Section
8.1(c).

     

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

     

    “Control” or “controls”:  When
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities or other beneficial interests, by contractor
or otherwise; and the terms “Controlling” and “Controlled” have the meaning
correlative to the foregoing.

     

    LOAN AGREEMENT – Schedule I – Page
2

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Controlling Interest” or
“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract, or otherwise.

     

    “Cornerstone Principal” means
Cornerstone Healthcare Plus REIT Inc.

     

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

     

    “Debt Service” means the
aggregate interest, fixed principal, and other payments due under the Loan, and
on any other outstanding permitted Debt relating to the Projects (if any) for
the period of time for which calculated.

     

    “Debt Service Coverage Ratio”
means the ratio of (i) Net Operating Income (calculated in accordance with Schedule II attached
hereto) from the Projects for a particular period, to (ii) Debt Service for the
same period plus amortization due during the same period.

     

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

     

    “Defeasance Deposit” has the
meaning assigned to such term in Section
2.6(c).

     

    “Environmental Indemnity
Agreement” means that certain Amended and Restated Environmental
Indemnity Agreement dated as of the date hereof by the Borrowers and Cornerstone
Principal in favor of Agent on behalf of the Lenders, as the same may be
amended, restated, supplemented or modified from time to time.

     

    “Event of Default” has the
meaning assigned to such term in ‎Article
IX.

     

    “Exit Fee” means a fee equal to
(i) three percent (3%) of any amount voluntarily prepaid after the Restatement
Date but prior to the first anniversary of the Restatement Date, (ii) two
percent (2%) of any amount voluntarily prepaid on or after the first anniversary
of the Restatement Date, but prior to the second anniversary of the Restatement
Date, and (iii) one percent (1%) for any amount paid on or after the second
anniversary of the Restatement Date.

     

    “Expenses” has the meaning
assigned to such term in Schedule
II.

     

    LOAN AGREEMENT – Schedule I – Page
3

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

    “Financing Notice” has the
meaning assigned to such term in Section
12.1.

     

    “FIRREA” has the meaning
assigned to such term in Part A of Schedule
2.1.

     

    “Fiscal month” has the meaning
assigned to such term in Section
6.1(a).

     

    “Force Majeure” means any
event, act or condition which causes a delay or prevents the performance of any
act required hereunder by reason of an act of God (such as tornado, flood,
hurricane, etc.); fires and other casualties; strikes, lockouts or other labor
disturbances; war, terrorist acts, riots, insurrections or civil commotions;
embargos, shortages or unavailability of materials, supplies, labor, equipment
and systems; sabotage; vandalism; or other similar types of events.

     

    “Fraudulent Conveyance” has the
meaning assigned to such term in Section
11.28(b).

     

    “GAAP” means general accepted
accounting principles of the Accounting Principles Board of the American
Institute of Certified Public Accountants and the Financial Accounting Standards
Board that are applicable on the date so indicated and consistently
applied.

     

    “GECC” has the meaning assigned
to such term in the introductory paragraph of this Agreement.

     

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

     

    “Governmental Authority” means
any federal, state, county or municipal government or political subdivision
thereof, any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality or public body (including,
without limitation, the State Regulator), or any court, administrative tribunal,
or public body, including but not limited to all such authorities relating to
the quality and adequacy of residential care facility services, medical care,
distribution of pharmaceuticals, rate setting, equipment, personnel, operating
policies, additions to facilities and services and fee splitting.

     

    “Hazardous Materials” has the
definition given to such term in the Environmental Indemnity
Agreement.

     

    “HIPAA” has the meaning
assigned to such term in Section
8.1(a).

     

    “HIPAA Compliance Plan” has the
meaning assigned to such term in Section
8.1(a).

     

    “HIPAA Compliance Date” has the
meaning assigned to such term in Section
8.1(a).

     

    LOAN AGREEMENT – Schedule I – Page
4

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    “Healthcare Laws” has the
meaning assigned to such term in Section
8.1(a).

     

    “Improvements” has the meaning
assigned to such term in Recital
B.

     

    “Indebtedness” means all
payment obligations of Borrower or any Principal to Agent and Lender under the
Loan or any of the Loan Documents.

     

    “Initial Loan” has the meaning
assigned to such term in Section
2.1(a).

     

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

     

    “Interest Holder Agreement” has
the meaning assigned to such term in Section
7.20(b).

     

    “Interest Rate” means the
Contract Rate or the Swap Rate, as applicable.

     

    “Laws” means, collectively, all
federal, state and local laws, statutes, codes, ordinances, orders, rules and
regulations and guidances and judicial opinions or presidential authority in the
applicable jurisdiction, including but not limited to quality and safety
standards, accreditation standards and requirements of the State Regulator, each
as it may be amended from time to time.

     

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

     

    “Lender” has the meaning
assigned to such term in the introductory paragraph of this
Agreement.

     

    “Libor Breakage Amount” means
an amount, as reasonably calculated by Lender, equal to the amount of any
losses, expenses, liabilities (including, without limitation, any loss
(including interest paid) and lost opportunity cost in connection with the
re-employment of such funds) that Lender may sustain as a result of any payment
of the Loan on any day that is not the last day of the Libor Interest Period
applicable thereto (regardless of the source of such prepayment and whether
voluntary, by acceleration or otherwise).

     

    “Libor Business Day” means a
Business Day on which banks in the City of London are generally open for
interbank or foreign exchange transactions.

     

    “Libor Interest Period” means
each period commencing on the first day of a calendar month and ending on the last day of the
month that is three (3) months thereafter; provided, any Libor
Interest Period that would otherwise extend beyond the Maturity Date of the Loan
shall end on the Maturity Date.

     

    “Libor Rate” means the greater
of (a) one percent (1%) per annum or (b) for each Libor Interest
Period, a rate of interest determined by Lender equal to:

     

    LOAN AGREEMENT – Schedule I – Page
5

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (i)

            	
              with respect to any
      Libor Interest Period, the rate determined by the Lender to be the offered
      rate for deposits in Dollars for the applicable Libor Interest Period
      appearing on the Reuters Screen LIBOR01 page as of 11:00 a.m. (London
      time) on the second full Libor Business Day next preceding the first day
      of each Libor Interest Period.  In the event that such rate does
      not appear on the Reuters Screen LIBOR01 page at such time, the “Libor
      Rate” shall be determined by reference to such other comparable
      publicly available service for displaying the offered rate for deposit in
      Dollars in the London interbank market as may be selected by the Lender
      and, in the absence of availability, such other method to determine such
      offered rate as may be selected by the Lender in its sole discretion;
      divided
      by

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      number equal to 1.0 minus the
      aggregate (but without duplication) of the rates (expressed as a decimal
      fraction) of reserve requirements in effect on the day that is two (2)
      Libor Business Days prior to the beginning of such Libor Interest Period
      (including basic, supplemental, marginal and emergency reserves under any
      regulations of the Federal Reserve Board or other Governmental Authority
      having jurisdiction with respect thereto, as now and from time to time in
      effect) for Eurocurrency funding (currently referred to as “Eurocurrency
      Liabilities” in Regulation D of the Federal Reserve Board that are
      required to be maintained by a member bank of the Federal Reserve
      System.

            


    

     

    “Licensed Beds” has the meaning
assigned to such term in Section
3.6(a).

     

    “Licenses” has the meaning
assigned to such term in Section
8.1(a).

     

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

     

    “Lists” has the meaning
assigned to such term in Section
5.26(a).

     

    “Loan” means collectively, the
Initial Loan, the Restatement Date Loan Amount and all other amounts payable
under the Loan Documents, including any Exit Fee or Swap Termination
Fee.

     

    “Loan Documents” means: (a)
this Agreement, (b) the Note, (c) the Guaranty, (d) any letter of credit
provided to Agent in connection with the Loan, (e) the Security Documents, (f)
the Environmental Indemnity Agreement, (g) Uniform Commercial Code financing
statements, (h) such assignments of management agreements, contracts and other
rights as may be required under the Commitment or otherwise requested by Agent,
(i) all other documents evidencing, securing, governing or otherwise pertaining
to the Loan, and (j) all amendments, modifications, renewals, substitutions and
replacements of any of the foregoing.

     

    LOAN AGREEMENT – Schedule I – Page
6

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Loan Party” means each
Principal and Managing Member.

     

    “Management Agreements” means
those certain Amended and Restated Management Agreements between Property
Managers and Master Tenants for the management of the Projects, each dated as of
April 30, 2010.

     

    “Managing Member” means Royal
Cornerstone South Carolina Portfolio, LLC, a Delaware limited liability company,
the sole member of Borrower.

     

    “Master Leases” mean those
certain leases between Borrowers as landlord and each Master Tenant, as
tenant.

     

    “Master Tenants” means with
respect to Oakleaf Village at Greenville, RSC Greenville, LLC, a Florida limited
liability company, and with respect to Oakleaf Village at Lexington, RSC
Lexington, LLC, a Florida limited liability company.

     

    “Material Adverse Change” or
“material adverse
change” means, in Agent’s reasonable discretion, the business prospects,
operations or financial condition of a Person or property has changed in a
manner which could impair the value of Agent’s and Lender’s security for the
Loan, prevent timely repayment of the Loan or otherwise prevent the applicable
Person, any Principal or any Borrower from timely performing any of its material
obligations under the Loan Documents.

     

    “Maturity Date” means the
earlier of (a) April 30, 2015, or (b) any earlier date on which the entire Loan
is required to be paid in full, whether at maturity, by acceleration or
otherwise, under this Agreement or any of the other Loan Documents, or any later
date to which the same may be extended in accordance with the terms of the Loan
Agreement.

     

    “Minor Claim” has the meaning
assigned to such term in Section
3.1(e).

     

    “Money Market Rate” has the
meaning assigned to such term in Section
3.4.

     

    “Monthly Effective Rent” has
the meaning assigned to such term in Schedule
II.

     

    “Monthly Reports” has the
meaning assigned to such term in Section
6.1(a).

     

    “Net Operating Income” has the
meaning assigned to such term in Schedule
II.

     

    “Note” means the Amended and
Restated Promissory Note dated the Restatement Date.

     

    “Obligations” has the meaning
assigned to such term in Section
11.28.

     

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

     

    “Patriot Act” means the USA
Patriot Act of 2001, Pub. L. No. 107-56.

     

    “Payment Date” has the meaning
assigned to such term in Section
2.3(a).

     

    “Permitted Encumbrances” has
the meaning assigned to such term in Section
5.13.

     

    LOAN AGREEMENT – Schedule I – Page
7

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

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

     

    “Principals” means
collectively, the Cornerstone Principal and the RSC Principals.

     

    “Project” and “Projects” have the meanings
assigned to such terms in Recital C.

     

    “Project Yield” means the
ratio, expressed as a percentage, of (a) annualized Net Operating Income from
the Projects, as determined by Agent for a particular period, to (b) the
outstanding principal balance of the Loan.

     

    “Property” and “Properties” have the meanings
assigned to such terms in Recital B.

     

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

     

    “Property Manager” means with
respect to Oakleaf Village of Greenville, RSC-GSC Management, LLC, a Florida
limited liability company, and with respect to Oakleaf Village at Lexington,
RSC-LSC Management, LLC, a Florida limited liability company, the manager of the
Projects approved by Agent, and any successor manager approved by
Agent.

     

    “Rating Agencies” means at
least two of Fitch, Inc., Moody’s Investors Service, Inc. and Standard &
Poor’s Ratings Services or any other nationally recognized statistical rating
organizations that are successors or substitutes for any such Person (or, if a
Secondary Market Transaction has occurred in which Securities have been issued,
each of the foregoing that rated such Securities).

     

    “Rating Confirmation” means the
written confirmation of the Rating Agencies that a proposed action shall not, in
and of itself, result in the downgrading, withdrawal or qualification of the
then-current ratings assigned to any of the Securities issued in connection with
a Secondary Market Transaction.

     

    “Release Date” has the meaning
assigned to such term in Section
2.6.

     

    “REMIC” has the meaning
assigned to such term in Section
2.6.

     

    “Repayment Date” means the date
upon which the entire principal balance of the Loan and all interest thereon and
other sums due pursuant to the Loan Documents have been paid in
full.

     

    “Replacement Deposit” has the
meaning assigned to such term in Section
3.6.

     

    “Replacement Reserve” has the
meaning assigned to such term in Section
3.6.

     

    LOAN AGREEMENT – Schedule I – Page
8


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Replacement Treasury Yield”
has the meaning assigned to such term in Schedule
2.5.

     

    “Restatement Date” shall be the
date on which the conditions on Schedule 2.1 are
satisfied and the Restatement Date Loan is funded.

     

    “Restatement Date Loan” has the
meaning assigned to such term in Section
2.1(b).

     

    “Restricted Account Agreements”
has the meaning assigned to such term in Section
11.30.

     

    “Restricted Accounts” has the
meaning assigned to such term in Section
11.30.

     

    “Revenue” has the meaning
assigned to such term in Schedule
II.

     

    “RSC Principals” means,
collectively, Gazit Senior Care, Inc., a Florida corporation, and ROICO
Holdings, L.P., a Delaware limited partnership.

     

    “Secondary Market Transactions”
has the meaning assigned to such term in Section
7.24.

     

    “Security Agreement” has the
meaning assigned to such term in Section
2.6(c).

     

    “Security Deposits” means any
security deposit from any tenant or occupant of any Project collected or held by
any Borrower, Property Manager or Master Tenant.

     

    “Security Documents” means
those certain first priority Deeds to Secure Debt, Security Agreements and
Fixture Filing, (or documents of similar title) executed by Borrowers for the
benefit of Agent, encumbering the Projects.

     

    “Single Purpose Entity” means a
Person (other than an individual, a government, or any agency or political
subdivision thereof), which exists solely for the purpose of owning and
operating a Project, conducts business only in its own name, does not engage in
any business or have any assets unrelated to such Project, does not have any
Debt other than as permitted by this Agreement, has its own separate books,
records, and accounts (with no commingling of assets), holds itself out as being
a Person separate and apart from any other Person, and observes corporate,
partnership or limited liability company, as the case may be, formalities
independent of any other Person, and which otherwise constitutes a single
purpose, bankruptcy remote entity as determined by Agent.  Without
limiting the foregoing, a Single Purpose Entity (i) does not hold, directly or
indirectly, any ownership interest (legal or equitable) in any real or personal
property other than the interest which it owns in its respective Project and
(ii) is not a shareholder or partner or member of any other entity.

     

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

     

    “State Regulator” has the
meaning assigned to such term in Section
7.18(a).

     

    LOAN AGREEMENT – Schedule I – Page
9


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Swap Termination Date” means
January 10, 2011.

     

    “Swap Termination Fee” shall
mean the amount that Lender reasonably determines in good faith to be its total
losses and costs in connection with a termination of the hedging arrangements
entered into by Lender in connection with the funding of the Loans and cost of
funds rate lock in respect of any such hedging arrangements, including any loss
of bargain, cost of funding and loss or cost incurred as a result of its
terminating, liquidating, obtaining or re-establishing any hedge or related
trading position.

     

    “Taxes” has the meaning
assigned to such term in Section
3.5.

     

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

     

    “Tenant” means any tenant or
occupant of a Project under a Lease.

     

    “Term Sheet” means that certain
letter agreement dated March 17, 2010 from Agent and accepted by or on behalf of
Managing Member on March 17, 2010.

     

    “Terrorism Insurance” has the
meaning assigned to such term in Section
3.1(b).

     

    “Third Party Payor Programs”
has the meaning assigned to such term in Section
8.2(f).

     

    “Title Policies” has the
meaning assigned to such term in Schedule 2.1 Part
A.

     

    “U.S. Obligations” has the
meaning assigned to such term in Section
2.6(c).

     

    “Violation” has the meaning
assigned to such term in Section
5.24.

     

    LOAN AGREEMENT – Schedule I – Page
10


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
II

     

    Calculation of Net Operating
Income

     

    “Net Operating Income” means
annualized Revenue less Expenses, all as determined by Agent’s audit (or
otherwise estimated by Agent) in its sole discretion and at Borrower’s
expense.

     

    “Revenue” for a period means
the lesser of (i) annualized Adjusted Actual Rent for such period or (ii)
annualized Monthly Effective Rent, excluding in each case, rent payable under a
Master Lease.  In determining Revenue, the occupancy factor utilized
shall be the lesser of (a) actual occupancy (ignoring for this purpose any
Master Lease), or (b) an assumed ninety-five percent (95%) occupancy
rate.

     

    “Adjusted Actual Rent” means
(a) all amounts collected from tenants of the Projects (excluding amounts due
from any Master Tenant) for the period in question (and if none specified, then
for the most current three (3) months), excluding nonrecurring income and
non-property related income (as determined by Agent in its sole discretion) and
income from tenants (i) that are thirty (30) or more days delinquent, (ii) that
are in bankruptcy (even if current), (iii) non-residential tenants whose leases
terminate within six (6) months (as adjusted for space re-leased upon terms
acceptable to Agent in its sole discretion) and (iv) that have been delinquent
two (2) or more times during the past twelve (12) months, and (b) other revenue
for such period not to exceed ten percent (10%) of the amounts included in
clause (a) above for laundry, vending, parking and other occupancy payments (but
excluding late fees and interest income) based upon collections for such
period.

     

    “Monthly Effective Rent” means
an amount equal to (x) total rent due over the term of the leases (excluding
rent due under any Master Lease) less any payments or
concessions which Agent, in its sole discretion, deems to be a rent concession,
divided by (y) the total number of
months in the leases.

     

    “Expenses” means actual and
customary operating expenses related to the Project on a stabilized accrual
basis for the previous twelve (12) month period (as reasonably adjusted by
Agent), including:  (i) recurring expenses (e.g., tenant improvements,
leasing commissions, carpeting replacement, appliance and drapery replacement
and such others as determined by Agent), (ii) real estate taxes, (iii)
management fees (whether paid or not) in an amount not less than five percent
(5%) of effective gross income (or the actual management fee paid, if higher),
and (iv) a replacement reserve (whether reserved or not) of not less than Three
Hundred Sixty and No/100 Dollars ($360.00) per Licensed Bed.

     

    LOAN AGREEMENT – Schedule II – Page
1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
III

    


    Part
A—Required Repairs


     

    The below
listed repairs shall be completed within 90 days of the Restatement Date with
respect to the property owned by RSC Oakleaf Lexington, LLC:

    


    
      
        
          
            
              
                	 	 
      	 
      	 	
                        $ Amount

                      	 
	 	
                        (A)

                      	
                        Evaluate
      roof leaks in ALF and portico;

                      	 	$	4,000.00	 
	 	
                        (B)

                      	
                        Remedy
      active roof leaks;

                      	 	 	5,000.00	 
	 	
                        (C)

                      	
                        Remove
      wet attic insulation;

                      	 	 	1,500.00	 
	 	
                        (D)

                      	
                        Access
      attics for microbial growth;

                      	 	 	2,000.00	 
	 	
                        (E)

                      	
                        Evaluate
      attics for fire retardant plywood;

                      	 	 	500.00	 
	 	
                        (F)

                      	
                        Evaluate
      PTAC condensate blockages;

                      	 	 	1,500.00	 
	 	
                        (G)

                      	
                        Evaluate
      source of stained ceiling finishes;

                      	 	 	2,000.00	 
	 	
                        (H)

                      	
                        Assess
      ceiling spaces for microbial growth;

                      	 	 	2,000.00	 
	 	
                        (I)

                      	
                        Repair/replace
      moisture affected ceiling materials;

                      	 	 	5,000.00	 
	 	 
      	 
      	 	 	 	 
	 	 
      	
                        Total

                      	 	$	23,500.00	 


              

            

          

        

      

    

     

    The below
listed repairs shall be completed within 90 days of the Restatement Date with
respect to the property owned by RSC Oakleaf Greenville, LLC

    


    
      
        
          
            
              
                	 	 
      	 
      	 	
                        $ Amount

                      	 
	 	
                        (J)

                      	
                        Replace
      missing exterior light;

                      	 	$	200.00	 
	 	
                        (K)

                      	
                        Replace
      missing shutter and window accent trim;

                      	 	 	500.00	 
	 	
                        (L)

                      	
                        Repair
      damaged downspout;

                      	 	 	500.00	 
	 	
                        (M)

                      	
                        Repair
      damaged fascia trim;

                      	 	 	500.00	 
	 	
                        (N)

                      	
                        Perform
      roof condition survey;

                      	 	 	3,000.00	 
	 	
                        (O)

                      	
                        Repair
      EPDM roofs to prevent standing water; and

                      	 	 	6,000.00	 
	 	
                        (P)

                      	
                        Replace
      roofing shingles.

                      	 	 	500.00	 
	 	 
      	 
      	 	 	 	 
	 	 
      	
                        Total

                      	 	$	11,200.00	 


              

            

          

        

      

    

    


    LOAN AGREEMENT – Schedule III – Page
1


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
III

    (continued)

    Part
B—Post Closing Obligations

     

    1)           Within
30 days of the Restatement Date, the Borrowers shall, with respect to the
property owned by RSC Oakleaf Greenville, LLC, correct the deficiencies in
violation of the Fire Prevention Code set forth in that certain letter dated
April 4, 2010 from the Boiling Springs Fire District, which shall be deemed
satisfied upon receipt by Agent of a copy of a satisfactory inspection report
from the Boiling Springs fire district.

    


    2)           Within
90 days of the Restatement Date, the Borrowers shall, with respect to the
property owned by RSC Oakleaf Greenville, LLC, provide the Agent radon testing
results for such property which results shall be satisfactory to the
Agent.

    


    3)           Within
30 days of the Restatement Date, the Borrowers shall provide the Agent with
reliance letters on the environmental reports delivered pursuant to item 9 on
Part A of Schedule
2.1.

    


    LOAN AGREEMENT – Schedule III – Page
2